Exemptorii
by Twin-Lupus
Summary: Transistor AU. Maka loses her voice and Soul loses his body to the Camerata. Now she can't speak and he's trapped in a scythe, but that doesn't mean they won't fight back. As the world crumbles beneath their feet, they try to unravel the mystery behind the shadowy organization before time runs out.


**This is my submission for Resbang 2014. I want to give huge thanks to all my amazing betas, and especially to my two amazing artists, ash-is-boss and chaoticlivi. I hope you enjoy.**

**Warnings : minor (villain) character death, violence, swearing, mentions of suicide, weaponsexual smut, mentions of reincarnation**

* * *

_Maka._

_Hey, Maka._

_Maka!_

_C'mon, Maka._

_MAKA!_

…

_Hey Maka, we're not gonna get away with this, are we?_

* * *

Maka clutched a hand to her throat, feeling her pulse beneath her fingers. She retched, but nothing came up; her head was swirling. Taking a few deep breaths, she put her hands on her knees, trying to steady herself.

"Hey, Maka," a voice said.

She looked up towards the source of the sound. She saw the long straight edge of a blade, shiny, pale blue, and razor sharp, patterned with red and black all the way to the hilt, where a single red eye gazed calmly up at her. The shaft reached towards her, the scythe blade buried deep into-

She retched again.

"C'mon, hang in there," the scythe pleaded. "You gotta… you gotta pull me out."

Maka wiped her mouth with the back of her hand, then took another deep breath. She took a wavering step forward and clasped the handle of the scythe in her hands. She gave a tug and tried not to hear the sounds, tried to concentrate on his voice, saying, "It's okay, just keep pulling-"

The scythe came free and she stumbled backwards, holding it aloft. The metal felt warm in her hands. She lowered it to the ground so she could gaze into its large, unblinking eye. He let out a weak chuckle.

"Together again. Well… sort of."

Maka felt a lump rise in her throat and licked her lips. Her grip tightened around the shaft. The corners of her eyes prickled with tears, but she lifted her chin and breathed through her nostrils. When he spoke again, he sounded almost proud.

"We should get going."

Not really sure how else to carry him, she leaned the scythe against her shoulder. The blade was heavy, but she positioned it so that it was far enough away from her back that she wasn't concerned about being injured. She glanced up, and his voice was steady.

"I'm ready. Let's go."

She started running, hearing her boots slap against the metal, echoing down the alleyways. It took some getting used to, carrying a huge scythe over her shoulder, but she managed. As she rounded the corner, a flash of gold caught her eye and she slid to an abrupt stop.

"Yo, hey-!"

Curving, luscious lips, larger than life, smiled down at her, framed by a halo of golden hair with white feathers on either side. The eyes were closed in a look of reverent serenity, a transcendent ecstasy. When the posters had first been hung, Maka had been mildly amused by how much she thought they didn't look like her, but now, with her hair limp around her face and the red dress in tatters around her knees, the disconnect wasn't funny anymore.

"Ah, Maka… I'm so sorry."

She reached out, free hand rising through the air as if in a dream, to run her fingers down the smooth expanse of her unblemished skin on the poster. The picture looked radiant, ethereal; she felt grounded, ragged.

"I couldn't stop them." His voice hitched, as if he were about to sniffle; could scythes cry?

The feathers in her hair were protruding from her scalp like wings, now drooping. The lipstick of her smile was a deep red, now smudged. Her fingers trailed down the picture, stopping at her throat. She clenched her fist.

"They… they took your voice."

* * *

The city of Cloudbank was a vast, sprawling metropolis, made up of hundreds of mismatched buildings and yawning alleyways, cobblestone and metal and asphalt paths winding their way between them, often doubling back on themselves and crisscrossing over and over again. Maka had never left the city's boundaries, but the street she found herself running down now was still unfamiliar to her. The buildings were low, humble structures made of pale gray stone with roofs of patchwork shingles. It might have felt cozy if Maka didn't feel like throwing up again.

"Up there! I think."

It was so early in the morning - Maka had lost track of the time, but it had to be three or four am - so the streets were deserted. Maka looked to see a walkway above street-level. Skidding to a stop, she glanced around the alleyway. She spotted a sign, half hidden by a drooping plant, that read "Stairs"; entering the building proved the sign had been correct. Careful not to hit her scythe against the wall as she rounded the corner, she made her way to the top.

The upper deck spilled them out onto the walkway as she had hoped. It afforded her an excellent view of the skyline, and she paused.

It stretched as far as she could see. Dotted with shimmering lights in hues of yellow and green, each building towered over the next as if trying to outdo the last. Some looked old and quaint, while others appeared modern and sleek, all pushing against one another, jostling for the limelight.

A twin pair of warm yellow beams crossed in the distance, signaling the start of a show that felt like it had taken place a million years ago. His voice sounded bitter as he spoke: "We should probably get farther away. Let's put as much distance between us and the Empty Set as possible."

Maka nodded; she wouldn't have been able to speak around the lump in her throat even if she'd had a voice to use.

* * *

She knew she had to find an OVC terminal. They were supposed to be placed strategically across the city so that any citizen could locate one without too much hassle, but when she needed one most, she couldn't find one. She turned down seven alleys, crossed through a park, and went under another bridge before she finally found one.

A smile broke across her face as she approached the terminal. She reached out to type in her username and password, but felt the scythe slide on her shoulder. Carefully, she set it down next to her, leaning it against her body and turning the eye to face the screen.

The newest message flashed across the screen: an announcement for Cloudbank's 42nd Annual Fashion Week. After the night she just had, Maka felt she had never cared less about fashion, and impatiently scrolled through the information and the request for her presence at the function. Finally she reached the end, and the sequence allowed her to type freely.

_Soul. Can you read this?_

"Yeah! Yeah, I can see it."

Maka felt weak in the knees with relief and had to steady herself before she could continue typing. _Oh thank god. I was so afraid._

"Yeah, no, we're good," his voice said, close to her ear and oddly distant.

Her fingers hovered over the holographic keys, feeling suddenly at a loss. There was so much she wanted to say, so much she wasn't sure she could express in small glowing blue letters. All those words she never said aloud, all the thoughts she told herself she'd bring up later, even little things like what she thought of the weather or the latest poll - every unspoken word she ever let die on the tip of her tongue now resurrected and clamored for release.

What do you say to a guy who's seen too much?

"You okay?" he asked gruffly.

She nodded, then typed, _I'm sorry._

"What, for this?" The eye of the scythe seemed to flash in the dim light of the alleyway. "Don't be," he murmured. "I'm just glad you're still in one piece. Well." He sounded remorseful. "Except… I'm sorry I could stop them before they… did whatever they did to your voice."

_Soul. Your body… please don't apologize._

"I wish I knew _what_ they did," he growled. "I wish I knew what was going on."

_The Camerata will pay for this._

Soul chuckled. "Yeah, how dare they ruin your performance?"

_Shut up._

He let out a noise like a breath escaping, and it sounded so like him, so like her Soul, that she felt her heart ache. Could it have been merely a few hours ago that nothing was wrong?

Her performance that night had begun as they always had: her assistants scurrying around backstage, the makeup artist fussing over her hair for the dozenth time, the sound crew barking orders at each other, and in the midst of all the chaos, Soul. Calm and collected, moving through the shadows, the other bodies parted around him like a river passing around a stone. As she sat at her vanity table, gazing into the mirror to quell the last-minute jitters, he would slink out of the darkness to stand behind her, putting a warm hand on her shoulder.

There was a lot of gossip across the OVC channels about Maka Albarn, Cloudbank's rising star, and her mysterious companion. Maka had been consistently ranked in the top percentile of Cloudbank's contemporary performing artists, known for her haunting voice and passionate lyrics, but her meteoric rise in popularity was directly correlated with the time she started spending with Soul.

The citizens of Cloudbank might have voted that the likelihood of a scowling, brooding jazz pianist from the seedier end of town befriending Traverson Hall's valedictorian with the lilting voice was as low as 4%, but that didn't prevent it from happening. From the moment she had slipped quietly into the dingy, smoky bar named Cattie's, hat tipped low over her brow, and heard the delicate melodies his long fingers elicited from the piano, Maka knew that she had found her composer. He might have scoffed when she first approached him after his set, he might have rolled his eyes when he first read the lyrics she had written, he might have growled curse words every few minutes during their first practice session, but Maka was, to a fault, persuasive.

She should have known it would get her into trouble one day.

The melody of their partnership changed almost imperceptibly, sliding from business associates to friends to lovers seamlessly, only a note different here or there, a long, sustaining chorus, a never ending heartbeat.

The rhythm of last night had been the same; he had squeezed her shoulder, letting his fingers trail down her arm as he disappeared into the shadows again to watch from the wings. Maka had smiled once more into the mirror and stood. She walked from the darkness of her dressing room into the blinding lights of the stage.

They had attacked her after the show.

The Camerata: Cloudbank's elite group of movers and shakers. Maka curled her lip at the thought of them. Struck by sudden inspiration, she now pulled up the public profile data base and typed in the name of the leader of the Camerata, Arachne Gorgon. A picture of the woman appeared on her screen, surrounded by only a bit of text: _Arachne Gorgon is a citizen of Cloudbank, its longest-working administrator, and one of the founding members of the Camerata._

"Pretty sanitized, huh?" Soul said.

Maka made a face, then typed in the search bar of the database: _Probably scrubbed squeaky clean by Giriko_.

"Asshole."

She tried looking up Giriko's file, but it was equally sparse. Maka deleted the search, then typed in the name of the next member. Medusa Gorgon's information was pulled up next. _Bitch,_ Maka mouthed as she scanned the file. There was nothing there of any use, nothing she didn't already know, so she typed in the name of the last member: Royse Bracket. She had never met him, and the file had no picture, so again she learned nothing.

"Aw, shit," Soul said, and she swung her head to look at the large eye of the scythe. "They could be tracking this. We should log off."

_Let them come, _Maka typed. _I'll make them pay_.

"How? Have you spent a lot of time swinging a scythe around that I don't know about?"

She glanced at the sharp, heavy blade. _I'll think I'll figure it out pretty quickly_.

"Maka…"

She sighed through her nose, closing her eyes. _You know what? I'm hungry_.

He snorted as she typed in the commands that brought her to Junction Jan's ordering process.

"_Hungry? Grab a bite!"_ exclaimed the menu, and Maka scrolled through her options.

"Get the Sea Monster," he said excitedly. Maka wrinkled her nose in disgust. "Aw, you're no fun," he teased as she selected the Supremo Deluxe option. "Eh, at least it all comes with the free flatbread. That's delicious."

The unspoken thought hung thickly in the air, the thought that no matter what she ordered, she'd be the only one eating it.

"Get it delivered," he said firmly. "I know it's still early, but I don't want us traveling through such a high traffic area like the plaza around Jan's."

Maka nodded, placed the order, and signed off the terminal. The screen went dark as it played the series of delicate notes that signified the end of the user's session. Maka was startled slightly by her reflection on the now blank screen. She looked haggard and unkempt, but stranger still was the weapon that leaned against her.

It was a thing of beauty. The blade was glossy and polished, red and black and blue, and the handle was thick and well-balanced. The blade was offset by a piece of yellow metal on the other side to help distribute the weight. But it was the eye that stood out to her, meeting her gaze stoically on the screen. She smiled wanly; they had always been an odd pair.

For a moment, she hesitated to leave the terminal. It was her only means of communicating, and she felt the loss of it like a noose tightening around her neck, but there was nothing to be done but move forward. She lifted the scythe again and turned her back on the terminal, stepping out from around the corner.

There was a painful heat in her shoulder that would have caused her to cry out if she had a voice. She fell to her knee, clutching at her shoulder as Soul called, "Maka, watch out!"

Maka looked up to see a three-legged machine bearing down on her. What looked like a head sat at the apex of the mechanical legs and an antenna protruded from the top, but what concerned her most was the red eye in the middle of it, glowing with another shot of energy.

"Get out of the way!" he bellowed, and she dove to the side, rolling as the thing released another white hot beam of light. Her shoulder still ached, but her heart was pounding in her ears and she forgot it entirely as another machine appeared from behind the other, closing in quickly.

She scrabbled to her feet, holding the scythe close to her chest. Throwing herself behind a trash receptacle, Maka heard the twin beams hit the metal above her head.

"Maka, you have to fight! You just said you'd fight, now do it!"

She tightened her grip on the shaft and peered into the eye. She willed him to read her mind, and somehow, he knew what she meant.

"I'll be fine. I promise. Defend yourself!"

With a deep breath, Maka leapt from her hiding place into the open. The two machines turned their eyes on her, the clicking and whirring noises growing louder as they charged again. She raised the scythe to fight for the first time, and there was something so natural about the movement, so instinctual, she forgot to be frightened.

"Fight, Maka."

Her knuckles shifted, her knees bent, and her shoulders straightened. The jacket she was wearing flowed behind her with her movement and the torn dress rode up her thighs. The pattering footsteps of the machines closed in on her as she curled her lips into a snarl and swung the scythe back in an arc.

"Just promise me one thing."

She brought the scythe forward with the force of a judge's gavel, the weight of it causing it to cut clean through one of the monsters while the other was impaled on the tip of the blade. Maka pulled back, dragging the damaged machine toward her and using her boot to wrench the scythe free. Twisting herself, she slammed the end of the shaft behind her, shattering the glass of the machine's eye, feeling shards rain against the back of her knees.

"Don't let me go."

* * *

The streets were crawling with them.

A thin line of blood ran slowly down her cheek. She had waved her hand dismissively when Soul insisted she lie low until the bleeding had stopped; they needed to keep moving.

The tripods were common, but they also encountered strange, swaying worm-like tendrils that grew from the ground in front of her and small, black machines that sputtered and malfunctioned just as much as they attacked. Maka swung her scythe, cutting and hacking at anything that got in her way. Her arms started to feel heavy and leaden, and a thin sheen of sweat had broken out across her brow.

"What the hell _are_ these things?" Soul had demanded as she cut through another one. Maka could not answer, both because she didn't know and because she couldn't speak.

It was impossible to travel through the city in a straight line even on the best of days, with its disjointed pathways, but with these machines cropping up all over the place, it made it even harder to get anywhere fast. Maka cursed the Camerata at every turn, and with each satisfying crunch into the hull of another one of their machines, she savagely hoped they could somehow feel it. She just _knew_ these creatures were their doing, and she sent each one she encountered to an early grave.

Soul kept shouting advice at her as she battled the machines, keeping her one step ahead of the enemies. Maka found it easier to concentrate on executing her task at hand when he was able to survey the next step forward; they still made a great team.

They pushed east slowly, sometimes having to double back if there were too many of them down an alleyway or the bridges and tunnels didn't connect properly. They were in a neighborhood of Cloudbank neither knew well, and they kept running into dead ends.

They emerged into a large plaza with a glittering fountain, creeping vines tangling their way across the marble. But the only thing Maka saw was the group of tripods swarming on the other side. She bolted across the open expanse and swung the weapon down before the machines could notice her, but Soul shouted, "Maka, _there's someone in there!_"

Maka felt her heart lurch, but she had no time to look because one of the creeps turned its red eye to her and shot a beam of light. She rolled on the ground and felt the scythe's handle rip from her grip.

She opened her mouth in a silent scream as Soul cried, "Maka!" One of the tripods legs hit the ground next to her, and she had to roll further out of reach. Out of the corner of her eye, she saw a dark figure on the ground between the metallic legs of the monsters. "Maka, here!" Soul shouted, and she crawled forward, belly to the cobblestone, reaching out for the shaft.

Something pierced her thigh and she threw her head back in a noiseless howl, but she managed to grab the scythe and swing it over her head from her prone position; she heard the creature shriek in metallic agony above her. It fell to the side and Maka rolled onto her back and clutched her leg to see where the creep had stepped on her. It was bleeding, but it didn't seem deep.

Gritting her teeth, Maka leapt up, using both hands to bring the scythe crashing down on the next machine's bulbous head. She pivoted, and the weight of her backswing was enough to slice clean through another monster, which let out a high pitched whistle as the two pieces fell to the ground. Another heavy swing and another clatter of legs, and the last creep fell.

A woman lay outstretched on the ground, fingers curling into the air. Maka landed hard on her knee, but managed to crawl forward enough to lean over the figure. She tasted bile in the back of her throat.

Long, black hair cascaded around her shoulders, framing a thin, pale face. The woman's lips were slightly parted, as if she had just been in the middle of a sentence. She was missing one dark stiletto.

Maka pressed a hand over her mouth to stifle a sob that came out silently. She reached out slowly, but pulled her hand back, pressing it against her chest.

"Maka, I… I think…"

She lowered the scythe to peer into the red eye.

"I think… I can hear her? Almost like a melody…"

Maka blinked.

"Can you bring me closer?"

Incredulously, Maka held the shaft out and the blade hovered parallel to the body, the eye both pointing towards the darkened sky and gazing down at the figure of the woman. The black and red pattern in the middle began to glow, and below that, the woman's skin started to shine. It was too bright, Maka had to look away-

With a rushing noise and a final burst of light, Maka felt the scythe shudder in her hand. Behind her eyelids, she could tell that it was dark once more, and she turned back to find with a jolt that the body was gone.

"She wanted to come along," Soul said in a dazed voice. Maka stared. "Her name is Jacqueline. Jacqueline Dupre. She was the chairwoman of the OVC board. Did you know her?" Maka shook her head. "Yeah, me neither. She… she was a big shot, knew a lot of important people, but she always wanted to improve the system. Thought it was important that every person's voice be heard. Yeah. But then the Camerata approached her…"

Maka felt her lip curl into a snarl.

"...and all this happened."

She brought the scythe in front of her again with both hands, pointing the blade skyward again as she set the shaft against the ground. Maka pressed her forehead against the metal and closed her eyes. Jacqueline couldn't hear her, but that didn't stop Maka from making a promise.

* * *

"You are the most stubborn person I've ever met!"

Maka looked up and refused to meet the single red eye facing her.

Soul let out a groan, and Maka shifted her weight from one leg to the other. She had propped the scythe against the side of a building after using the blade to carefully cut the tattered edges of her dress into bandages for her leg. It wasn't a pretty job, but her hem was a bit more even, and she needed the tourniquet. Wincing, she had secured the frayed scarlet edges together and wrapped them around her thigh as much as she could, then turned to Soul. "So where to?" he had asked, and she pointed to the twin orange beams in the sky.

She glanced back at the scythe against the wall, looking at him through her eyelashes. Pursing her lips, she hooked a thumb over her shoulder at the lights again.

"Maka, you cannot seriously want to go back the Empty Set."

Maka lifted her chin defiantly.

"God, Maka! That's where they attacked you! Are you really suggesting we go back to _literally_ the first place they're gonna look for you?"

She nodded and raised her eyebrows.

"_Why_ are you so intent on getting yourself killed?"

Lifting her eyes to the sky again and breathing out hard through her nose, Maka crossed her arms over her chest. Their partnership may have been the talk of the town, but their arguments were the stuff of legends, and not being able to shout into Soul's face was making it extremely difficult; she could not shout and he had no face.

"What would you even do once you got there?"

She pounded her fist into her hand.

"Oh wow, yeah, that's a great plan."

Maka stomped her foot and cut her hands through the air in front of her, seething that she could not speak.

"You always do this, you never think things through!"

She slapped a hand to her chest, indignant. She pointed at him vigorously and she could almost see him rolling his eyes.

"I'm not going with you without a plan."

Maka opened her mouth in a wide mock grin. Her hand snaked out, and she grabbed the shaft of the scythe.

"Hey-!"

She twirled the handle over her head, then abruptly slammed the end of it on the ground with a satisfying _thwack_. She approached the fountain and slid the pole of the scythe between the metal platings of the design and stepped back to admire her handiwork.

"Maka! This is completely childish! What the hell?" He continued in a similar vein for a few minutes while Maka waited with her arms crossed over her chest. Finally, Soul made a noise like a deep breath. "You have made your point. But I still think we need a better plan than just running in there blind. My bike should still be there, so maybe we can do a little recon, and then use that to make a quick exit?"

She pursed her lips again.

"Don't be so stubborn! I can't protect you anymore, Maka," he said, and his voice broke a little.

She felt her heart soften, and she reached up to remove the scythe from the fountain. She stood it to face her again, and ran a slow hand along the flat edge of the blade, a small smile adorning her lips.

"Yeah, but," he said quietly, "I'm not there to leap in front of you again." She sighed, letting her head fall in a good-natured exasperation, then nodded slowly at the eye of the scythe.

Maka never wanted there to be a need for that again.

* * *

They found another OVC terminal.

_So can you hear her thoughts or something? Jacqueline's?_

"Not exactly," Soul said slowly. "I think it's more her memories. Only little bits and pieces, though."

_How does that work?_

"Maka," Soul scoffed. "I don't have a fucking _clue_ what's going on with me."

_Right, right, stupid question._

"We'll just." He sighed. "We'll figure it out. Right now we gotta figure out how you're getting back into the Empty Set."

_Agreed_.

"How's your leg holding up?"

Maka shifted her weight from foot to foot. _It'll be fine_. _I think our best point of entry is to go through the basement and make our way up through the east staircase. It's been several months since it was voted on to be altered, and people use it a lot less because it's not as new. We'll have a lower chance of being seen if we enter through there._

"Have you noticed that the only person we've seen since we were attacked was dead?"

Closing her eyes, she inhaled through her nose. _I know. But the report on the terminal when I logged in was that they're evacuating people away from the city..._

"I know, I saw it. It's still early too. But still, not one other person?" Soul seemed to pause, deep in thought. "Doesn't feel right."

_I know._

"But of course we're just heading straight for the action anyway." He sounded resigned to his fate.

She answered by logging off the terminal and shouldering the scythe once more.

They crept along the deserted streets and entered the Goldwalk district. Aptly named, the metal below her feet glowed a warm gold, reflecting the green lights from the ornate streetlamps that lined the sidewalks. The buildings in this district were older, cozier, with many windows that looked out onto the usually bustling streets. Every few yards, lush trees grew laden with jewel-like fruit, each with branches curled to the citizens' exact specifications. Maka walked through the residential area with trepidation, but they encountered no one; she wasn't sure if she was relieved or unnerved. She did think she saw an odd flash of green light once or twice, but when she turned to get a good look, it was gone.

She turned down the main thoroughfare that would eventually lead to the concert hall. The street was wider, edged by taller buildings that served as offices and storefronts for the residents of the Goldwalk district. Maka passed a little shop with low slung awnings and startled a flock of white doves into flight. She jumped as they took to the air, the thrum of many wings filling her ears. The silence was that much more noticeable in their absence.

Without warning, the row of buildings was interrupted by a glimmering view of the bay. Maka stepped closer to the edge and listened to the gentle lapping of the waves against the pier. A faint breeze picked up, brushing her ashy locks over her shoulder as she stared into the distance. The horizon disappeared into a haze, the world fading from sight in the distance.

"Wish we could stay here and watch the world go by," said Soul.

Maka took a deep breath, filling her lungs with the briny scent of the sea, a mixture of birth and decay, then turned her back on the ocean.

They continued down the street and came across a decorative pool, its glassy surface in stark contrast with the choppy waters of the sea behind them, but that wasn't what Maka noticed. Two more machines were scuttling out of the shadows towards her, their whirring mechanical joints groaning in protest.

She raised the scythe above her head, but before she could crash it down on the first creep, a grinding noise erupted from behind them and a green light flashed across the square. The blade bounced harmlessly off the machine and a searing pain shot through Maka's arms. She mouthed a curse and pirouetted out of reach as she tried to get a good look at the source of the light. Another machine with a curved bowl on top was directing its beam of light not at her, but at the creep.

"It's protecting it!" Soul cried, and Maka charged forward. The other machine tried to cut her off, but she dodged around it and landed a square kick to the small protective device. It sailed through the air to crash against the wall of one of the abandoned shops, cracking into several pieces on impact. "Well, that's one way to do it," Soul said sarcastically as Maka whirled around to see the green glow around the creep dissipate. The scythe's blade cut cleanly through them after that.

Maka let out a sigh of relief as the last creep sputtered to a halt at her feet. She pulled her dress back down her thighs and ran her fingers through her hair, aware of how disheveled she was.

"Hey, don't worry about it," Soul said. "You always look great." She smiled.

They made their way to the end of the road and passed under the arch that signified the beginning of the amphitheatre. Its tiled floors and mosaic walls amplified the echoes of her footsteps, making her all the more aware of how odd it was to pass through the tunnel without dozens of other citizens going about their day.

Maka emerged onto the familiar walkway that led up to the Empty Set. The large stone pillars that bordered the thoroughfare were all plastered with more posters of her shining face, but she pointedly avoided looking at them as she walked along the passageway. She ran her free hand over the thin velvet ropes as she slowly approached, gazing up at the massive building.

She had spent so much time there, so many hours before and after her shows, but she had never fully appreciated its beauty until now.

Thick gold bricks made up the building, glittering under the orange glow of the high beams on the roof. Marble columns draped with heavy red curtains lined the top of the white stone steps, polished so smoothly that they reflected the eager faces of the Set's patrons as they approached the venue. Alternating green and orange lights twinkled merrily between the pillars, bathing the scene in a low glow. Maka yearned to walk up the stairs, slowly and deliberately, like she had done countless times before, but her heart clenched painfully and she turned away, instead skirting the edge of the ornate building and disappearing into the shadows that hid the back entrance from view.

She pulled open the thin metal door; it was a far cry from the large wooden ones that guarded the entrance of the building, but it yielded to her touch and she slipped into the darkness. A flickering orange light sputtered to life at her feet to illuminate the stairs. Maka climbed steadily, mindful of the end of the scythe so that it would not crash against the wall as she ascended.

Her echoing footsteps kept her company as she climbed. She reached the third floor, but when she tried to open the door, it wouldn't budge.

"I think it's locked," Soul said. Maka wished she could say something sarcastic, but instead contented herself with rolling her eyes. "I think we should try back on the second floor."

Soul was right; that door opened. They found themselves in a small hallway that opened up into the main hall of the building. Checkered tiles of gold and mahogany covered the floor, reflecting the large chandelier that hung overhead.

A high-pitched noise almost like a child's scream pierced her ears, and she dropped immediately into a crouch, scythe raised aloft.

A thin machine hovered a foot off the ground, gliding towards them. Its body resembled that of a young woman, but the five glowing red eyes that circled the top of the machine were very much not human, and it sent a chill down Maka's spine. All of its eyes were trained on her.

"Maka!" shouted Soul warningly, but she was already moving, weaving back and forth in front of the thing as lasers shot above her head. She swung her scythe at the midriff of the machine, but as she sliced through it, it turned to smoke.

She turned her head frantically, trying to see where it had gone, when something slammed into her back and sent her reeling. Stars blinked behind her eyelids as she crashed to the floor. Maka turned over to see the machine bearing down on her, and instinctively, she raised the flat of the blade of the scythe to block the beam of light shot at her.

Once the assault ended, she scrambled to her feet and dashed towards the door. She tried to look at the eye of the scythe, but Soul shouted, "I'm fine, didn't hurt, protect yourself!" The noise of the beam gathering energy behind her hit her ears, and she flung herself to the side.

The machine came closer, its energy temporarily spent, and Maka straightened. She barreled forward and swung the blade of the scythe down in a full arc, crashing into one of the red eyes floating about the body of the machine. The other four turned their focus on her and Maka gritted her teeth as she felt an unbearable heat hit her skin, but they flickered out as she dug the scythe in deeper, listening to the crunch of broken glass. The body of the machine twitched and writhed, and Maka had to look away; it looked uncomfortably similar to a human's death throes. Finally, it stopped shaking, and the four eyes not stuck on the end of her scythe clattered to the floor.

Maka placed the last eye, now broken and dim, under her boot and pulled the blade out of the machine with a tinkle of glass shards. "You okay?" Soul asked. She nodded, but her heart was still pounding in her ears. "I think there's someone over there," he said, and she glanced around, spotting a white figure in the corner.

She approached cautiously, but as she drew nearer, it became clear this person was not a threat. Kneeling down in front of him, Maka pressed a hand to her nose, feeling slightly sick.

"I can barely hear him," Soul said. "Bring me closer."

Maka held the scythe out over the body. Another bright glow engulfed them, and she closed her eyes, but something snapped, and she felt the shaft vibrate painfully in her hands.

"Damn," he said. "I lost him. His name is Tezca, but he was too far gone for anything else… I can't hear him anymore."

Maka slumped back on her heels to catch her breath. She gazed across the large ballroom, and realized that for once in all the years she had been there, the Empty Set was actually empty.

Her eyes closed. After a few moments, her breathing evened out, and she stood. Maka walked across the main hall, listening to her boot heels clack against the floor. The box office sat in the corner, devoid of people yet still glowing with light, but she spared it no glance. Another poster advertising her performance hung on the opposite wall.

Her feet trod the very familiar path from the main ballroom down to the walkway, scythe slung over her shoulder. The low blue lights on the walkway lit the way forward, and she followed.

Stepping out over the rows and rows of empty seats, she kept her eyes focused ahead of her. The strands of lights hung above were draped along the path she walked so that anyone sitting anywhere in the audience could see her. But now, there was no one there to look. The acoustics sounded strange and hollow without the usual murmur of a crowd jittery with anticipation, without the low hum of the band warming up behind her, without the thrumming of electricity through the speakers. She held her chin high as she moved, a queen without her subjects, her coat trailing behind her.

"You know," Soul said quietly as her boots touched the stage, "when I first heard you sing here, I… it was before you found me in that dive bar. I had seen one of your performances right in the beginning, before there was a waiting list for tickets, before you were one of the top ranked contemporary performing artists." Maka let out an amused breath. "The house wasn't full and the music wasn't great because before I taught you anything you had terrible taste-" Maka's lips twitched upwards "-but what really struck me, what really stuck with me… was how much everyone there seemed to love you." The microphone stand was still on the stage, untouched since last night. "And I did too, in that moment. I fell in love with you again for real when we actually met, but your voice… it was incredible. Is incredible. But it just amazed me how everyone was totally transfixed by you…"

Maka wrapped her hands around the microphone; the metal was cool to the touch. She closed her eyes, imagining the rows upon rows of shimmering faces gazing up at her, enraptured. She had never pursued fame, but it had sought her out, and there was an energy in the feeling of being the focus of some many captured attentions, of receiving the goodwill of so many hearts, of connecting the world with her melody. She inhaled slowly, deeply.

"...all except the Camerata, that is."

She began to hum.

The tune drifted into the air, echoing in the empty hall, bouncing back on itself and tangling together, a bittersweet cacophony that flowed out of her unused throat. Soul went silent, and she could almost feel him next to her, listening like he always did. The hum seemed to come from another place, another time; she had no idea how she was doing it, but she didn't question it. She didn't have the range she might have had if she still had her voice, but she hummed every note, savoring the vibration of her lips.

"Well, well, well. I thought our canary had flown the coop, but it seems you've returned."

The sound of clacking heels approached, accompanied by the noise of a dress being dragged along the floor like that of a hissing snake. Maka turned to see a large frilly umbrella adorned with serpents draw closer and closer, and it lifted to reveal Medusa Gorgon. Her wide-brimmed hat was set at a jaunty, fashionable angle, obscuring part of her face, and her black dress was trimmed with a pale green ribbon. A poisonous grin distorted her features.

"I thought you might have taken off for the Country, but it seems you've returned to the nest," she said, voice acidic. She cocked her head. "Don't like to be out of the limelight for too long?"

Maka released the microphone and grabbed her scythe instead. Medusa didn't seem perturbed.

The older woman studied her nails; they were painted black with tiny arrows. "You really have been quite a nuisance. An absolutely fascinating nuisance, but a nuisance nonetheless."

Maka tightened her hold on the handle.

Medusa giggled, the sound oddly high-pitched, hypnotic. "You have always been such a remarkable specimen. Such an interesting case. Your files have been under scrutiny for years. The Camerata took a very special interest in you. _I_ took a very special interest in you."

The hairs on the back of Maka's neck prickled.

"Fuck off, Medusa," growled Soul.

She lowered her gaze to pout at the scythe. "It's not supposed to talk," she said. She let out an exaggerated sigh. "My plans are always scrupulous, meticulous, detailed to a fault - but you ruined them. You were supposed to be alone last night." Medusa turned to face Maka, looking at her square in the face. "_You ruined our plans._"

Maka felt ice drip down her spine. The half of Medusa's face that had been hidden by her sun hat stared directly at her. Her eye had been replaced by the glowing, pulsing eyes of the machines, and her skin had turned hard and glassy, metallic black clashing against pale flesh. "What the-" Soul said.

"It's called the Process," Medusa said calmly, rolling her mismatched eyes and looking almost bored. "I'm sure you've seen it around." She waved her hand lazily, dismissing the chaos in the streets of Cloudbank in one sweeping arc of her arm. "The Camerata were working diligently on understanding the Process before you got in the way."

"Maka didn't get in the way," said Soul scathingly. "You attacked her!"

Medusa pointed a long finger at Maka, the sleeves of her dress sliding backwards as she did so; she had a long snake tattoo up her arm. "You got in the way, and you took something from me."

Maka drew the shaft of the scythe closer to her chest. Medusa's eyes flashed as they followed the movement, and her lips curled.

"You're an ungrateful little brat," she whispered venomously, and her entire countenance seemed to change, melting into lines of rage. "Everything I've done. You little bitch."

"Maka, watch out," Soul said.

The umbrella began to twirl in her hands, faster and faster, a blur of black and green. "Everything was going according to plan, everything would have been fine, but no, but no-"

"Maka, I think she's gone cra-!"

The end of the umbrella stabbed forward and Maka blocked it with the scythe; the sharp point hovered an inch above her heart.

Medusa's face really was melting this time, warping and distorting as the skin stretched and slid away, revealing a smooth black surface. There was a crackling light, and Medusa was fully machine, her arms and legs tapered, her skin a glossy ebony. Her dress turned to metal plates that fanned out from her waist. When she spoke, her voice was shrill and tinny.

"We had you!" she shrieked, and she pulled the umbrella back to strike again. Maka leapt backwards, farther out onto the stage, and just barely avoided the end of the umbrella.

Medusa charged forward, and Maka raised the scythe to parry the blow. The grating sound of metal on metal pierced her ears. Medusa swung erratically, again and again, and the shaft of the scythe met her umbrella every time. Maka kept stepping backwards, yielding ground, but her eyes were darting around, looking for a diversion. It came in the form of another creepy tripod crawling up and over the edge of the stage, its large eye scanning the scene for victims. Maka threw herself to the side and Medusa stumbled forward under her own momentum, and Maka hurtled towards the other machine. She raised the scythe aloft as she ran, and when she was close enough, cut through the hull of the creep.

It fell to pieces in front of her. Medusa screeched behind her, but Maka picked up one of the tripod's legs and plunged her hand into the sparking wires. "Be careful!" Soul cried as she dug through the slightly charred piece of metal. Finally, she heard an ominous click, and she tossed the severed limb like a grenade at the approaching Medusa. It exploded in her face in a flash of light.

With another howl, Medusa charged forward blindly, waving the umbrella in front of her. She slammed the end into the floor of the stage and an odd whirring noise erupted from all around them. From the ground rose numerous tendril-like machines, and Maka's heart sank; they couldn't move, but gave a nasty electric shock, and now they were everywhere, like some perverse garden.

As Maka slashed at the worms, Medusa hovered in the background, cackling to herself or screaming out, "We just wanted your _help_, Maka! Your _help_!" Every time Maka thought she was done beheading worms, Medusa would slam the umbrella against the ground and summon more, tittering maniacally.

"Maka, we need a plan," Soul said in her ear. She gritted her teeth. She'd been electrocuted so many times, she could feel her hair standing on end, and her arms were starting to tire. Neither of them had slept since before any of this had started (could he sleep anymore?) and her brain was foggy.

Stumbling, Maka fell to her knee, and Medusa let out a triumphant shriek. Maka tried to roll backwards, but with a sweep of her hand, Medusa banished the remaining tendrils and glided toward her unhindered. "We had you, we had you, _we have you-!_"

In a blind panic, Maka swept the scythe in an arc and connected with the lower part of Medusa's new body. She let out a high-pitched whistle that made Maka's teeth chatter, but it worked; Medusa halted, writhing, and Maka clambered to her feet. She held the scythe in front of her protectively, panting heavily, when Medusa snapped her head around to stare into Maka's face. The bulging red eyes narrowed as they focused on her, a faint whirring as the gears operated to control them.

"Maka, run!"

"That voice, that _voice,_" Medusa moaned. "We killed him, he should be dead, why can I still hear his voice, it sounds like-"

A low whirring noise started, and the plates that had been Medusa's billowing skirts started to rotate around her waist, picking up speed as they spun faster and faster. "Get out of there!" bellowed Soul, and Maka pounded away, her feet slamming hard against the stage.

"It's not yours!" screamed the mechanical Medusa. Maka heard the buzzing noise approaching her, growling like a saw hungry for wood. She didn't bother trying to zigzag; she just ran as fast as she could. With a jolt, she stopped, her boots sliding. She had reached the end of the stage.

There was a sudden ear-shattering screech, and Maka turned to look. The whirling plates of the skirt had gotten jammed among the remaining worm-like machines. Medusa was thrashing again, trying to break free. "Now, Maka!" Soul shouted, and she barreled towards her, raising the scythe once more.

She brought it crashing down on Medusa's shoulder, who let out a howl of pain. Maka twisted away, watching as the blade of the scythe disconnected from Medusa's metallic flesh. It came away trailing wires and scraps of chrome, and the wound started to flash with electricity.

Medusa wrenched herself free of the grasping tendrils, leaving behind some of the plates that made up her dress. She turned to Maka savagely, pointing a long accusatory finger. "I told them you would be alone, I knew you would be alone, you should have been alone, I told them you would be alone-"

Maka struck first. Medusa blocked the blow with her umbrella, clang of metal ringing in the air. Maka attacked again, and again, and again, until they were caught in a whirlwind of block and strike. "Your voice is gone," Medusa moaned, its mournful tone at odds with the viciousness of her attacks. "Your beautiful voice."

"You can do this!"

"Your lovely voice is _gone_."

"Get her, Maka, she's weakening!"

"_Gone_, your voice is gone."

"Maka, _now!_"

"Gone, gone, gone-!"

Maka brought the scythe down on Medusa, cutting her metal body from shoulder to hip.

For a moment, Medusa barely seemed to process what happened. Then with a whining groan, her body collapsed, a strange silver liquid leaking from the wounds. She lay on the stage, slithering slightly as she malfunctioned. "You knew I would wait for you," she murmured from the ground. "You knew."

Looming over the figure of her fallen enemy, Maka clenched her jaw and gripped her scythe. The thing in front of her twitched like a dying snake, floundering in the growing pool of silver blood. There were so many things Maka wanted to shout, to spit, to scream, but she couldn't. She had no voice because of the woman lying at her feet.

"I can hear her song," Soul said quietly.

Maka shook her head.

"But Maka, we might be able to learn something."

She shook her head more vigorously.

"We want to find the other Camerata, right?"

Maka inhaled through her nose, then let it out between her teeth. She knelt stiffly on the stage, wincing as she lowered herself; her adrenaline was fading and her wounds were starting to catch up with her. Holding out the scythe over the body, she turned away in anticipation of the flash of light.

"I saved you… I always wanted to…" were the last words she heard from the metal mouth of the dying Medusa.

* * *

"So I guess these guys must be called the Process, huh?" Soul said almost conversationally as Maka sliced another one in two.

They had left the Empty Set and reemerged on the streets. The alleyways had been crawling with the red-eyed machines, and Maka had been slicing them to ribbons.

She dusted off her hands as the pieces of the creep clattered to the ground. She logged into the OVC terminal she had spotted, and typed, _I guess so. The Camerata must be controlling them. I don't know how they spread so quickly, but they're everywhere. How could they have accomplished this without anyone knowing?_

"I have no idea," he said. "It's weird."

_And to what end? What's their game plan? What are they trying to do?_

"Also no clue."

Maka scratched at the back of her leg with her opposite boot. _I never liked them._

"Me neither. Jackasses."

_Okay, what do we know?_

"About the Camerata?"

_Yeah._

"Aside from them attacking you and being generally terrible people, we know that they are an elite group of Cloudbank citizens dedicated to knowing everyone in town and being overall sinister." Soul paused, seeming to gather his thoughts. "Medusa, as we know, was crazy, and seemed to have just gone a little crazier. She was the planner, the manipulator. She could worm her way into any conversation and steer it however she liked."

_Yeah, she liked to insert herself in just about everything_.

"Never liked how she seemed so obsessed with you," Soul said, as if the words tasted badly on his tongue.

_I mean, I didn't like it either, but I thought she was trying to mother me… albeit in a vaguely creepy way._

"Can I just say how hilarious it is that when you type, you still use words like 'albeit'?"

Maka rolled her eyes. _They recommend repeatedly that we use proper punctuation and grammar when we use the OVC._

"Yeah, but who listens to those rules?"

_I do-_

"Nerds."

Sticking her tongue out at the eye of the scythe, Maka typed quickly, _At least you can actually understand what I'm saying. Your comments on every poll were always so hard to decipher, you had such terrible spelling_.

"I was never as bad as that stuntman guy who was always in the news," said Soul. "What was his name, Black*Star? Black*Star something?"

_Yeah, Black*Star. Well known daredevil._

"See, you even put the asterisk in his name! Nerd!"

_It's how he spells it! He has always been very specific about it. He wants it included even when it's abbreviated: B*S._

"It's BS all right," Soul muttered. "But whatever. You're still a nerd, but we knew this. We need to focus on what we _don't_ know."

Maka pursed her lips, but replied, _Fine. We don't know where the Camerata are holed up. We don't know how they're controlling the Process. We don't know how they did… what they did to you. We don't know what their plans are for the city, or for the people, or for us._

"Okay, I don't like talking about what we don't know." Soul sighed, high and tinny. "Maybe we should talk about getting back to your place. I think your Junction Jan's order should be there by now."

She wanted to protest that food was the last thing on her mind, but the reality was that she was starving. Rubbing her stomach to soothe the ache, Maka nodded.

"My bike should still be around the corner where I usually park it. If no one's taken it."

Maka logged off the terminal and lifted the scythe again. She dashed across the open space of the road and hugged the edges of the buildings until she could duck into the shadowy alleyway where Soul parked his beloved bike. The orange monstrosity, something she'd so often called an eyesore, now looked like the most beautiful thing in the world to her as she ran a hand along the chrome finishing.

Her hands, one clutching Soul, slid into place as naturally as if she'd been riding all her life, when in fact she had driven it only a handful of times. Her preferred method of transportation was riding on the back, arms secured around a solid torso, nose pressed into the leather of a certain jacket-

Shaking her head to clear her thoughts, Maka revved the engine. It growled loudly, reverberating against the walls of the alleyway, and it sounded as if it were a monster, roaring to life under her fingertips. She revved it again for good measure.

The cycle shot forward, her stomach dropping with the acceleration and the wind raking through her hair. Squinting through the rush of air, Maka sped through the streets of Cloudbank. A few times, one of the Process creatures had lunged at the bike as they zoomed past, but Maka easily swerved around them. They did not see any other people.

The roar of the cycle echoed off the walls of the quiet buildings as they went, putting block after city block between them and the Empty Set, and the pitch of the wheels changed as Maka sped across the bridge spanning the canals. The Highrise apartments loomed over her as she turned the bike sharply, bringing them skidding to a stop in front of the main entrance.

"Leave it there," Soul said, and Maka dropped the kickstand down and slid off the bike, wholly unconcerned about the height of her skirt on her thighs. She dismounted and glanced around, but the streets were deserted.

Maka walked across the courtyard, past the curling purple vines that crept up the sides of the buildings and the large gold-plated fences. Just as she was about to put her foot down again, Soul cried out.

"Wait! What is that?"

Maka looked down to see a strange bulbous thing under her boot, and stumbled backwards.

"It almost looks like… a mushroom? Maybe?"

The unknown object did resemble a mushroom: a round head sat upon a thin stalk coming from the ground. Its skin was almost translucent, and it swayed gently as the air displaced from Maka's steps swept past it. Gingerly, she prodded it with her toe.

The head exploded with a puff of spores, pale white powder bursting from the ruined bulb, and Maka jumped backwards, her lips curled upwards in disgust.

"Whoa!" said Soul. "Are you okay?" Maka raised her shoulders in a repressed shudder, but moved forward, careful to watch where she stepped.

She reached the entrance of the building, which was a large, flat elevator; there were no bottom floors to any of the Highrise apartments anymore, as they had been voted to be unfair living situations and were no longer favorable. Stepping onto the lift, Maka pressed the palm of her hand to the flat blue button and the machine whirred to life, creaking and groaning like she had awoken it from a pleasant nap. It ascended slowly, and Maka watched the ground grow farther and farther away.

"Oh man," Soul said quietly. "Maka, look."

She glanced up and felt her heart sink; the familiar skyline that stretched in front of her was gone. The large sloping roofs of Traverson Hall, the school she had attended for years, normally dominated the landscape from this angle, altered every now and then to suit the new dean's specifications, but now it was simply not there, a large void in the sky where the illustrious building had been.

"I'm sorry. You've always had the best view in town."

She closed her eyes and took a deep breath through her nose. She nodded.

"It's strange coming here… like this."

Her hands tightened around the shaft of the scythe.

At that moment, the elevator spluttered to a stop, and Maka turned around to face the top floor of the building. She turned her back on the disappearing skyline and hopped across the small gap to the landing. The arched doorway glowed a warm gold as she approached, its mosaic tiles slightly obscured by the ferns that had been voted into place last summer. The landing was surrounded by a delicate wrought iron fence and Maka smiled as she passed the slightly bent post. She could have easily put in a request for a brand new fence, but it was where Soul had dropped one of her new chairs as she was moving them in, and she liked the imperfection.

There was a holographic image hovering over her door. "_Accept Junction Jan's delivery?"_ it read. Maka tapped the 'yes' selection on the image, and she heard a distant _thwump_ from inside her apartment. She opened the door to her apartment.

She was struck with the oddest combination of feelings: nostalgia, relief, unease, disbelief. It seemed incredible that she could be here after only a day away; it felt like years. There was something almost disconcerting about how everything was still the same. The small table was in the same place she had left it, the tiny kitchen gleamed as it always did, her other shoes were lined up neatly by the door just as she liked it - it was _she_ who was different.

The cardboard box of Junction Jan's sat on her table and she actually felt her mouth water. But she made sure to first carefully set down her scythe next to her before ravenously tearing into it. As she sat down, Maka was struck with an idea, and stood up again to remove her coat and hang it off of the end of the scythe.

"Heh, thanks," Soul said, sounding somewhat abashed.

Dropping heavily into her seat, Maka opened the box to a small curl of steam wafting off of the flatbread. She lifted a piece and slid it between her lips; it tasted better than anything else had in her entire life. Her ecstasy must have shown on her face, because Soul said, "Whoa, I only see that face after a very specific event. That must be some good Junction Jan's."

She shot him a look and stuffed more of the food into her mouth.

As she ate, Maka glanced around her one bedroom apartment. It had never seemed like much, but it was hers, and that was something. Her knick-knacks glittered on their shelves, a little too close together, and her kitchen utensils hung like odd metal bouquets around the tiny kitchen. Her miniscule closet was closed, belying the bulging mounds of clothes hidden behind it, and the small bed was tucked into the back room.

Soul noticed her gaze. "You must be exhausted."

She nodded, chewing thoughtfully.

"Finish up your Supremo Deluxe then get some sleep. I'll keep watch."

Maka felt a heaviness overtake her as she stood up slowly and plodded to the bedroom, shedding her boots as she went. She fell face first onto the comforter, the sudden softness a welcome relief to the aches and bruises blooming all over her body, and she sunk immediately into sleep which her scythe kept a watchful eye.

* * *

When she woke up, Maka felt stiff and sore everywhere. She lifted herself slowly onto her forearms, groggy and disoriented. Sitting up, she rubbed her face with her hands, trying to massage some sense back into her sluggish brain.

With a jolt, she remembered Soul. Maka shot out of the tiny bedroom and rounded the corner to her kitchen. The scythe was right where she left it, jacket still draped over the end of the blade.

"I'm still here," he said. "Not going anywhere." His voice was bittersweet and wistful, but she ran a hand down the flat of the blade and Soul let out a light chuckle. As Maka sat at the table and popped some of the cold flatbread into her mouth, Soul spoke again. "I did have a thought, though. Bracket Towers is owned by Royse Bracket, member of the Camerata, right? Maybe that's where they're holed up."

With a look of exasperation, she smacked herself on the forehead.

"I mean, I know that it's used mostly for the archive system of Cloudbank, but it's probably the best lead we have." He was quiet for a moment. "Have you ever met the guy?"

Maka shook her head, standing to get a glass of water from the sink.

"Yeah, me neither. It's weird that Medusa _and_ Arachne _and_ her lackey Giriko were there to attack you, but he wasn't."

She glanced over her shoulder as she ran the tap, her lips a thin line.

"Yeah. It makes me wonder if he's involved at all, if he wasn't there. But I don't think we have any other ideas, so that's gonna have to be our goal."

Maka gulped down the water and set the glass on the counter. She stared at it for a moment, then put it in the sink. She washed and dried it, then returned it to the slightly lopsided cabinet. With that, she approached the scythe again and donned the jacket. With a final glance around her apartment, she stepped out the door.

It locked behind her.

She and Soul rode the elevator without speaking, swaying as the lift clattered down to the ground floor. Maka was thinking about the fastest route to the large, looming building when she stepped out of her apartment and onto the street, so she was distracted and not paying attention.

That was her mistake.

With a sudden lurch around her navel, she stopped dead. The street was teeming with rows and rows of odd Process creatures. They were oval-shaped, egglike machines supported by thin, spindly legs, with glowing red eyes in the center of their strange bodies. What seemed like hundreds of them shuffled slightly as she appeared, all of their attention trained on her.

"Maka," Soul whispered, and she tightened her grip on his handle.

Their feet scratched against the ground, like thousands of tiny beetle wings shifting together.

"Maka, run!" he shouted, and she sprinted away, a sudden rain of explosions behind her. She swung her head around as she ran, eyes searching wildly around the street as she pounded against the pavement, ears ringing as bomb after bomb was dropped at her feet. "Forget the bike, just get out of here!" Soul bellowed, and she swerved around the Process, slicing through the ones that got in her way. Her vision was spotted with the white afterimages of explosions, making it difficult to navigate, and she ran blindly.

The machines scrambled after her, stumbling and rolling when they lost their balance, brought forward by the surge of the masses, unrelenting and unstoppable. Maka dodged through alleys and passageways, not knowing where she was going, not knowing how much longer she could keep going with the burning in her lungs, not knowing if she would make it-

"What-? I don't- There! I hear- Medusa! Your right, your right!"

Without pausing to think, Maka flung herself to the right, down a narrow alleyway she hadn't noticed. She tore down the passage, the golden bricks rushing by her as she dashed towards the end. She could hear the echoes of the Process creatures slamming against the walls and stumbling over each other as they crowded into the alley mouth; she was trapped.

A doorway appeared out of the blank wall ahead of her, a strange black light pouring out of the gaping maw. She threw herself forward, grip tight on the scythe.

The sound of her boots slapping against the ground rang in her head, now the only noise that reached her ears. She was running through a darkened tunnel, but she could hear nothing behind her. Maka spared a glance behind her to reveal nothing but more darkness.

She slowed, her breathing labored. There was only blackness above and below her, but her feet were definitely on something solid. The Process didn't seem to be following her, so Maka turned to face the front again and spotted a small patch of light ahead. She started forward.

The patch of light materialized as a doorway as they grew closer, and Maka stepped over the threshold. What felt like a cool breeze swept over her whole body, and her crimson show dress melted into a long black one. Her arms itched slightly as sleeves grew down from the shoulders of the new dress, and she felt air on her feet as her tall boots were replaced with high heels. Startled, she glanced down at herself, and was surprised to find herself standing on a black and red checkered floor.

The room they found themselves in now was small, the walls hidden from view by large draping red curtains. They almost appeared to be pressing closer, swaddling them slowly. The corners of the room were in shadow despite thin tapered candles sputtering in long candelabra. They did illuminate a record player perched on a tiny table and glossy piano, its keys exposed like a row of gleaming teeth. There was nothing else in the room.

"Where the heck are we?" asked Soul.

Maka brought the scythe's eye level to her own and raised her eyebrows.

"Okay, fair point, I brought us here. But I'm as clueless as you." Maka began to slowly circle the room. "You were running and I was trying to think of a way to get away from the Process. Then as we were passing that alley, I heard Medusa again. Her melody. The one that I heard after she attacked us. And I didn't know what it meant, but I thought it might… I don't know. It was all we had, and I thought it might help I guess it did."

Maka inspected the record player. There was no record on the device, but she lowered the needle anyway.

"I think… I think we have Medusa's admin status now," said Soul. "I think this is a back door."

Pointing from her chest to the wall, Maka glanced at her scythe. Soul didn't answer, so she repeated the motion more forcefully.

"Maka, I don't get it."

She dropped her head back onto her shoulders in frustration. She held her fingers in front of her to pantomime typing, then pointed at the wall again. She jogged in place, and pointed at the wall again.

"Are you saying we can use Medusa's coding to get through there?"

She clapped her hands, almost dropping the scythe in her jubilance.

"I'm not sure, actually. It wasn't like I could sense back doors everywhere, only at that one spot. And I think this is a dead end, anyway. I think we need to head out the way we came. But we should probably stay here a little while to wait out the Process."

Maka sighed, but nodded; he was probably right. She finished pacing around the room, letting her fingertips graze across the thick curtains and leaving them swaying gently in her wake. She tinkered with the record player for a little while, but eventually abandoned it to sit at the piano bench. Poking idly at the keys, Soul tried to direct her to play a melody, but as usual, she was unable to produce anything remotely musical.

"How can you have the best singing voice in Cloudbank and be so musically inept?"

Maka rapped her knuckles on the flat of the blade.

After what she estimated to be about an hour or so, Maka stood and walked out the only door of the strange black room. She was engulfed in the inky black that existed outside the room and felt, rather than saw, her clothes morph back to her performance dress. The cadence of her footsteps changed as her boots returned, heavier and more purposeful. Another patch of light had appeared ahead of her and she stepped back out into Cloudbank proper.

The Process machines that had chased them into the back door had apparently been fooled, because they had disappeared. Only a few still lingered by the doorway, and Maka dispatched them quickly. They tried to run from her, cowardly when not in a large group.

"All right, to Bracket Towers then," said Soul once the alleyway was empty. "Best shot we got."

Maka nodded. She set off down the street, turning her head left and right to keep an eye out for more of the Process. The neighborhood they had ended up in was one she hadn't frequented often, but she was fairly certain she knew where she was going. A few blocks on, she found another OVC terminal and decided to make sure.

_Okay, let's see where we are on the map,_ she typed.

"I hope that doesn't alert the Camerata and make them send more of the Process."

_We'll be long gone by then._ She ran her eyes briefly over the news report that described Traverson Hall's sudden disappearance, but chose not to comment, and instead brought up the map system. It took a moment to pull up their location (the system was not performing up to its usual standard, which worried her slightly) but Maka was pleased to see they weren't that off course.

"Oh good, we don't have far-"

There was a blinding series of lights that went off on the next street over; the brightness reflected off of the buildings. Maka grabbed Soul and held him aloft. Without bothering to log off, she charged forward, barreling around the corner.

She skidded to a stop. There were Process monsters, but she had never seen any like these before. Large oval machines hovered about six feet off the ground, a faint whirring noise emitting from them as they flashed periodically. Maka ran forward and brought the scythe down on one of them. It crashed to the ground and splintered into pieces, but the others turned their attention to her and suddenly she couldn't see, her eyes watering desperately as blinding lights went off in her face.

"Oh no, Maka, there are more!"

Staggering back, she held the scythe in front of her defensively, clutching her face. She blinked rapidly, trying to clear her vision.

"Shit, I mean more people! There are people on the ground!"

Maka tried to look around, peering through the fading flashes. The lights seemed to affect her sight - no. There really was an odd orange fuzziness to everything; a strange thick fog was rolling in, seeping around her ankles. She swung her scythe into the nearest Process and watched it fall, the dense fog swirling as it passed through it. Dropping into a crouch, Maka squinted through the mist.

Another flash from the Process, but the mist defracted it, sending the light in a thousand directions and scattering its force. Maka swung the scythe upwards into another one, and it was impaled on the end of Soul's blade. She began to dance through the mist, keeping as low as possible to use the fog to dampen the effects of the light. More and more of them seemed to float into view, dark shapes forming into the white chrome of the Process as they grew nearer.

She stumbled over something soft and fell hard on her backside. Cursing silently, she turned, only to feel her stomach drop to her feet. It was one of the people Soul had spotted. She had no time to do anything because one of the Process shot a beam of energy at her, and she only just managed to dodge, but judging by the brief glance she had, there wasn't much to be done for him.

Maka got to her feet. She parried and thrusted, cracking into the hulls of the machines again and again, listening to them hit the ground as they deactivated. The fog kept coming, thick and cold on her skin.

Finally, she could hear no more whirring. Maka fell to her knees, rubbing her watery eyes.

"We should check on them," Soul said, but he sounded resigned. "But… I can hear their songs. I think they're gone."

Maka heaved an audible sigh. Staggering to her feet once more, she approached the limp bodies, barely visible through the mist.

"Ah, shit," said Soul. "I know that guy. Kilik Rung. He was a quarterfielder, and he was good. He was known for being an excellent strategist on the field."

Maka's gaze raked over the man. She had never followed sports, but the name was familiar. He was lying on his back, thick rimmed glasses askew on his face. A thin dribble of blood ran down his chin, and she wiped it away with the back of her hand as she held Soul aloft. His neck was at an awkward angle; it was clearly broken. There was another rush and another flash of light, but it wasn't like the Process attacks; it was Soul, and it was warm and inviting. Once it was done and his body was gone, she shuffled over to the other one.

She clapped a hand to her mouth.

It was Black*Star, the daredevil they had been discussing only yesterday. His eyes stared unseeing into the sky, one of his arms stretched across his torso. His knuckles were bloody and ruined. There were scars across his arms, faded and white compared to the fresh gashes that crisscrossed over them. There was a shadow of a sneer in his lips, as if whatever had finally felled him still didn't impress him.

"They… they must have been out here fighting the Process on their own…" Soul said. He sounded dazed. "Look at him, look at his hands."

Maka stretched a hand out and traced the star-shaped tattoo on his bare shoulder.

"The fact that they made it this long…"

She put her hand to his face and gently closed his eyelids. He looked no more peaceful than he did before.

"Maka… I think the only thing that can hurt the Process, really destroy them, is… me."

She turned to Soul. The eye of the scythe stared at her unblinkingly, devoid of the human emotion hidden behind it. Her brows furrowed as she nodded once.

"We have to stop them."

Maka stood. She held the blade aloft again, and the rushing noise began. Her eyes closed automatically now. She kept them shut until long after the light had faded, until long after the noise had died away. She kept them shut until her hatred for the Camerata burned in her stomach enough so that she knew what she had to do when she finally met them. She opened her eyes to see the light gleam off the sharpened edges of Soul's blade.

* * *

"His melody is super annoying," Soul grumbled.

Maka hitched the scythe higher on her shoulder.

"No, really. It's like super repetitive and super loud. I can hear everyone, but it's like he's screaming."

She let out a light snort. They were walking down the main thoroughfare that would take them to Bracket Towers, passing under the large awnings of the shops still full of their wares.

Along the way, they had found another citizen of Cloudbank who had fallen victim to the Process. Her name was Marie Mjolnir, Soul told Maka; she was an activist and advocate for nonvoters and citizens in underdeveloped regions. Maka had heard the name before, but never met her. They had found her with a blow through her stomach that made Maka ill to look at too long. The absorption of her song only fueled her rage.

She wanted to ask Soul what it was like inside the scythe. What could he see? What could he hear? Was there any way out that he could discover? But the thought of asking made her slightly ill. He did volunteer some information, and she left it at that.

He was now complaining about Black*Star's song, a cacophony to his poor hyper-trained ears. Maka couldn't help but quirk a smile as she listened to him gripe; he sounded so like himself.

She turned another corner and Bracket Towers suddenly rose up above her, top barely visible from the ground. Maka pointed, interrupting Soul's tirade.

"Yeah, that's it," he said. "Top of the town. Owned by Bracket, but I'm not sure if he's got any family. They say it's been changed a thousand times to match his whims, which no one seems to be able to predict because he's so secretive."

The tall building loomed over them from a few blocks ahead. Maka walked towards it, listening for any sounds of the Process approaching, but the streets seemed deserted. It was thin and made of dark metal, so unlike the colorful ornate buildings that surrounded it. It almost looked like a strong wind might knock it over and leave it lying in the streets. But there was something about it that gave Maka the chills.

The streets were lined with thick, leafy bushes in neat standing rows; clearly the citizens of this neighborhood liked gold, because they were all a warm yellow hue. Large creeping purple flowers interrupted the leaves every few yards. The pathway was a simple chrome, but every so often a large jade panel was placed almost haphazardly along the road. The drab tower paled in comparison.

Maka found an OVC terminal right near the building and logged on again. The latest report indicated that 66% of Cloudbank was being affected by 'recent events'.

"Looks like they're trying to protect the eastern part of the city from the Process," Soul said.

_I just hope it's not too late._

She scanned the rest of the article, but there was very little concrete information. She typed a message to reply to it, but hesitated, finger over the Enter key. After a moment, she deleted it.

Maka left the terminal and approached the building. Despite its dull appearance, there was a certain sleekness to the plain exterior. The only problem was there was no _door_. Maka walked from end to end, running her hand along the smooth expanse of metal with no luck. She tried everything: rapping her knuckles, searching for a terminal, even holding her scythe up to cut through the plates, only to desist when Soul shouted loudly for her to stop.

"Wait, wait, wait, wait, let's check around the corner, maybe there's something there?" he asked desperately.

Maka lowered her boyfriend-turned-weapon and turned the corner. After walking for a few moments, she came across a thin platform attached to the outside of the building by pieces of metal.

"Well that's welcoming," said Soul sarcastically. Maka shook her head in disgust. She stepped onto the open gondola and moved to the control panel. It seemed to be fairly simple; the only way to go was up. She started the lift and felt it whir to life beneath her feet.

As they climbed, she gazed out over the city. She could see the skyline had changed even more drastically in the time it had taken her to get there: large swaths of buildings were gone, empty voids in their place. "We'll make them set it right," Soul said, but the nauseated feeling in her stomach remained.

The orange vapor seeped across the ground below them, like a sickly sea's tide rolling in, the slow creep of the waves reaching higher and higher towards the shore. Maka sighed, breathing in the cool air.

Without warning, something massive filled her vision. She startled and jumped back, almost losing her balance. The thing was gone just as soon as it appeared, roaring by like a freight train. She clenched her hands around the shaft of her scythe.

"What…"

Maka ran to the edge of the elevator, trying to get a glimpse of whatever it was. She held Soul up in front of her.

"Maka… I'm starting to lose you…"

Fear gripped her heart. She pulled the scythe down to eye level. The large protruding eye of the scythe gazed back at her, but it glowed an angry red.

"Maka… I feel… so… weird…"

She shook her head, the unspoken plea on her lips. Soul groaned and she pressed her forehead to the flat of the blade. He grunted in what sounded like pain, then fell silent.

The next sound was the most terrifying she had ever heard in her life.

Soul began to giggle, a high-pitched, uncontrollable giggle, echoing against the moving gondola as they ascended towards the sky. The windows passed by them, throwing them from light to dark to light again as his giggles broke off into hiccups.

"Ahh… did you see that Maka? Wasn't it _hilarious_?"

Her eyebrows knit together as she studied him.

"I've never seen something so funny." He sounded disconnected, almost mad. "You really oughta laugh now, Maka. That was funny. You might not get much chance to laugh these days." He let out another chuckle. "I'm not sure if you noticed, but the world is ending."

The lift clattered to a halt, and Maka was jolted to her knees by the sudden stop. The elevator seemed to have reached a landing. She was able to step onto an open platform, but it didn't appear to be the top; there were stairs that led upwards ahead of her. She left the lift behind and walked across the strange floor. A sudden flash of movement caused her to jump again, but it was just a flock of doves.

"Ahhh, Maka, don't be scared of the birds!" Soul said, sounding tipsy. "They're not gonna hurt you. But that giant thing? That might hurt you."

He was scaring her, the odd tone of voice terrifying, the babbling eerie, but she had to keep going, there was no other option, she had to-

The floor was made of odd green grates, and Maka's footsteps echoed oddly as she kept walking. She held her scythe aloft despite his weak chuckles. Everything was lit with a pale light coming from tall square lanterns placed every few feet. Maka reached the stairs and began to climb.

The stairs wound their way up and around. Every so often, she would reach another landing and walk across the platform surrounded by decorative ferns. She kept listening for the beast, but the night was quiet now except for Soul's mad ramblings.

"You know what I hate worse than stairs?" Soul said almost conversationally as she ran up yet another flight. "_Nothing._ Stairs suck."

Had Maka a voice, she would have pointed out that _she_ was the one carrying him up the stairs and he was exerting absolutely no energy for the cause, but she could only bite her tongue. Her boots echoed off the empty grates as she continued to climb.

"These are the archives!" sang Soul. "This is where aaall our votes are stored. Isn't that great? I wasn't so great at voting sometimes, because I was too busy brooding, as you liked to say, but you were very good about it. You voted all the time! People always asked you about it in interviews. Remember that pair of sisters who interviewed you? I think one was named Liz? She was a ball buster. But I liked listening to them. They were funny. Both of them. Did I ever tell you…"

Maka bit her lip as she ascended. His rantings were putting her on edge, but she was glad she could still hear him at all. She pressed on.

With another roar, the sky was darkened by the beast hurtling through the air. Maka stopped short, and Soul said, "Hey… that's the Spine."

She turned to him.

"The Spine of the World."

* * *

After another few flights, Maka found another OVC terminal. The first thing she saw when she loaded it up was a story describing Process infection, and how to determine whether someone had been infected. _Are you or your loved ones experiencing any of the following: skin pallor, fever, forgetfulness, vomiting?_ Maka took a deep breath through her nose. How could she determine any of that when her loved one didn't have a body? She let out the breath and cleared the article so she could type.

_Soul. Soul. Can you see this?_

"Yes… yes I can." His voice sounded far away and weak.

_Just hold on, okay? Please hold on. Focus on me. Listen to_

She had almost typed 'listen to my voice' when she realized why that wouldn't work. She swallowed, then continued.

_Just try to keep looking at me, okay?_

"Okay, Maka." It was like he was struggling to stay awake.

_We can do this_.

"I… know. You've always been able to handle… yourself."

_Just hang in there. You're going to be okay._

"I trust you," he said weakly.

Her fingers shook as she bit down hard on her lips. Carefully, deliberately, she typed a reply.

_I'm going to find whatever is doing this to you, and I'm going to break its heart._

* * *

Maka kept climbing. Platform after platform passed her by in a haze as she was serenaded by Soul's odd speeches.

"I never thought much of Highrise. Too far from the water. But you live there! Then I liked it."

He giggled madly again. Her heart clenched again.

Finally, the stairs opened up to the largest platform yet. There was an enormous set of double doors in front of them, tall and imposing.

"You know, I've been wondering if anyone else is in here with me," Soul said, sounding slightly crazed. "I mean, I can hear their songs. But they don't talk to me! What's up with that?"

Maka approached the doors and ran a hand down the smooth expanse of metal. There didn't seem to be any sort of handle. She knocked, but they were so thick that it barely made a sound.

"But I can look up. And when I do, I see you where the sky should be."

She walked to the left of the room, knocking every few feet to listen to the door for any deformities or weaknesses. When she reached the end, she found another OVC terminal, but a quick glance told her that it was an administrator's terminal. She logged in; her credentials would not have worked before, but this time she was able to access the system.

"I see you, and I know you can still hear me."

Her grip tightened on the shaft of her scythe.

A sudden clicking drew her attention. She whirled around to see a few of the Process machines clamber over the edge of the platform and shuffle towards her. They were the tripods again, and Maka felt no fear as she charged forward, swinging her weapon.

"I love you so much, Maka. You know that, right?"

Something dropped from the sky in front of her and crashed into the approaching creeps. It was enormous and pointed, a barbed end of a white tail. It split through the machines like they were made of paper and pierced the floor, large cracks spreading like a spiderweb from the point where it fell. Maka's ears were ringing with the noise as she held her arms in front of her. The tail was adorned with a black and red pattern that resembled a single vertical eye, and there was something about it that made her feel as if she were about to be devoured.

"The closer this thing gets… the farther away you feel," Soul murmured.

Maka swung her scythe in a wide arc and drove it into the flesh of the tail. It sunk into it, the wound oozing sluggishly with brackish blood. The tail spasmed and she wrenched Soul free. The creature let out a roar that caused her bones to vibrate and whirled upwards into the sky, higher and higher up the Tower.

There was yet another set of stairs that looped next to the large double doors and led to the top floors. Maka dashed up them, circling around and around. She tried to listen for the beast, which is why she heard the rumbling before it happened. It allowed her to dodge just in time as the tail phased through the wall of the building and tried to impale her. Maka opened her mouth in a silent scream as the tail retracted back through the solid wall; physics didn't seem to apply to this thing.

As it slithered away, Maka leapt to her feet and ploughed up the stairs again. The creature kept trying to pierce through the building and strike her with its barbed tail, but she was faster than it. Finally, she rounded the last corner of the stairs and charged onto the roof just as Soul muttered, "That thing… and I… we're not so different… after all."

The Spine of the World clutched the top of the building with wicked claws, curved and black. Its massive head was a bloodlike crimson, with three vertical eyes staring at her from the middle of its face. A strange white 'x' crisscrossed behind them, like a faded scar. Maka couldn't see much of the rest of its body, but its thick neck faded from red to its white shoulders before it disappeared from sight behind the building.

Soul let out a groan, then went silent. Maka felt her heart skip a beat.

With a crackling noise like sparks going off, the Spine opened its mouth slowly, splitting from end to end, large teeth dripping with ropy saliva. It lifted its head slowly and let out another earth shattering roar.

She didn't stop to catch her breath, to make a plan, to think. She barreled forward, her own battle cry silent for her lack of a voice, and lifted the scythe above her head and brought it crashing down into the beast's open jaws. The blade bounced off the teeth and pierced through the lower jowls, causing the creature to let out a high-pitched shriek of protest as more black blood poured from the wound.

Maka was suddenly sent flying sideways, and she hit the metal roof hard as she rolled. The shaft of the scythe was wrenched from her grasp. She lifted herself up and saw the tail poised above her, ready to strike again. She threw herself away from the edge of the roof. The tail slammed down on the ground where she had been and shattered the metal platings, sending them crashing into the room below.

Maka ran across the roof towards Soul. Sliding on her knees as she reached him, her fingers closed around the handle, and she turned, leaping to her feet in one fluid motion. She bolted toward the beast and embedded the blade into the cheek of the creature.

She pulled it forward, feeling the resistance of flesh until she reached its open mouth; the blade came suddenly free and she stumbled a bit. The Spine now had an even wider maw, blood dribbling down its chin as it screamed again. It gnashed its teeth in agony.

A long tongue suddenly snaked out between its jaws, whipping around and around. It lashed her across the chest, white hot pain spiking through her, and she was sent flying backwards. Maka landed hard on her back, wincing, but the tongue slammed against the metal roof next to her and she rolled out of the way before the Spine could try again.

Getting to her feet, Maka dashed at the Spine. Another roar from the beast shook her to the core, but she kept surging at its face. She swung the scythe into its flesh again. This time, she tried twisting it while it was still embedded in the creature's skin. Her grip came loose momentarily, and Maka snatched at the handle.

The tongue came shooting at her and Maka used the flat of the blade to parry it. The Spine tried again, and again, and again, until she was caught blocking blow after blow. She tried to slice the end of it, but the creature was fast.

She was starting to get desperate, and it was never a good thing when that happened.

An idea formed in her head even as she parried each attack, and she knew it was foolish, knew Soul would call her mad for trying, but as the beast roared once again and a glint of gold flashed from between its teeth, she knew. Maka leapt forward and landed on the Spine's long tongue, digging her heels in as she ran up the rough skin. It let out another roar, flecks of spit flying at her, but she lifted her arms, held the scythe vertically, and jumped between its vicious teeth. It smelled terrible, but she ran forward through a cavernous trachea. The walls were almost see-through, like the pale creature was more light than flesh, and the red vertical eyes dotted the walls of the beast from the inside too. Veins that pounded with gold lit the way as she struggled forward, trying not to lose her balance on the slippery floor.

She emerged into a small cavern, and there pulsed the heart. It was huge and black, wrapped tightly by the arteries filled with liquid gold. The sides of the cavern were patterned over and over with red eyes. They stared down at her, witnesses to her transgression, watchful sentinels of the creature's darkened heart. The thing beat soundly, keeping the Spine alive.

Maka lifted her scythe and brought it down through the flesh, breaking the heart in two.

There was a shriek, high-pitched like a child, and Maka felt the floor spasm below her feet. Black blood poured from the ruined organ, and the eyes on the wall went dim. She slipped, her knee hitting the squishy floor, but she struggled upright almost immediately. The vocal cords vibrated in a frenzy above her head as she started towards the patch of light that was the beast's open mouth. It opened and closed its jaws as it died, and Maka ran as quickly as she could in the throat coated with saliva. Just a bit farther-

She shot out of the mouth, feeling her left shoulder scrape the wicked edge of one of the fangs, and landed hard on the ground. The Spine continued to scream in agony, its tongue lashing this way and that, but Maka stayed low to the ground, eyes clenched shut.

Finally, finally, everything grew quiet. The only thing she could hear was her own ragged breathing.

"Nuuugh… Maka?"

Her head shot up and she stared at the scythe. The impassive eye stared back.

"Ow… hi."

With a relieved gasp, she pressed her forehead to the handle.

"Sorry to worry you," he said weakly. "Ahh… thanks, Maka. For everything."

Tears clouded her vision. She nodded, skin still against the cold metal. She lifted her head and planted a light kiss on the scythe.

They stayed there for a few moments. There was no need to speak, which was lucky.

A series of beeps rang out, and Maka looked up. "There's a terminal over there!" Soul cried, and Maka got shakily to her feet. Her shoulder was throbbing and she was exhausted, but the beeps were insistent, and she moved slowly to the edge of the roof, away from the sticky husk of the Spine.

The screen flashed to indicate a new message. Maka put in her login credentials and it booted up with the usual cheerful tone.

"Looks like you got a private message," Soul said. "But from-?"

"_Well, well, well,_" said the terminal in a scratchy voice. "_Looks like you did a number on that asshole. Poor little CRONA._"

Maka furrowed her brows as the message continued.

"_Guess I should introduce myself. We only met briefly that night._" Maka curled her lips. "_Name's Giriko. Camerata, Arachne's right hand man. Pleasure to make your acquaintance_." His voice was slimy even over the recording. "_You're quite a fucking nuisance, you know that, toots? Yeah, you got in the way of our plans. Kinda a bitchy move, but hey, you gotta do what you gotta do, right?_" His laugh sounded poisonous.

"What a jackass," seethed Soul from behind her ear.

"_Well anyway, nice work on that CRONA program. Bit of a nasty piece of work, right? Yeah, you don't wanna get in the way of it trying to do its job. Which is precisely what the Camerata was trying to do, before you got in the way of us trying to do _our _job_."

"Control… the Process?" Soul wondered aloud.

"_I'm sure you're being pissy about that right about now. Well you can get off the rag about it, because we obviously fucked up. We're not any better off than the rest of this town_."

Maka balled her hands into fists. Cloudbank was fading away into nothingness, and he sounded dismissive, uncaring.

"_You're welcome to try to get in if you wanna, but we walled ourselves up. Precautionary measure, Arachne says. But hey, you wanna waste your time, go right on ahead_." Another chuckle. "_We're not going anywhere_."

_See you soon_, Maka wrote in response. She waited a moment, but no returning message came, so she logged off.

"Well they must be somewhere in this building," Soul said. "I can't imagine they'd be anywhere else, right?"

Maka shook her head.

"Somewhere they were able to lock themselves away…"

Remembering the large double doors down below, Maka pointed towards the ground.

"You have an idea?"

She nodded once.

"Let's do it."

They descended much more slowly than they came up the stairs, her aches and pains slowing her down. The corpse of the Spine still clung to the side of the building. She had to clamber over a set of claws to make it down the rest of the way.

Giriko had called it CRONA; what did that mean? She would do her best to get the information out of him, but it might be very difficult to interrogate someone when she couldn't vocalize the questions.

"This almost feels too easy," mumbled Soul. Maka's boots hit each step with a loud _thunk_. "Think it may be a trap?"

Maka drew herself up taller and squared her shoulders. She lifted her chin and looked up at the eye of the scythe.

He chuckled. "Yeah, I know. You can handle it. You always could handle yourself, that's for sure."

They came to the large platform with the looming double doors once again. The floor was still ruined from where the tail had pierced it, and the shattered remains of the Process that had gotten in the way were still strewn about the landing. There were two more Process tripods who whirred forward as they spotted Maka, but she just rolled her head back onto her shoulders in exasperation and held Soul out in front of her. They charged her. She quickly dismembered them. They lay twitching and sparking behind her; she couldn't be bothered to finish the job.

Maka approached the doors to inspect them again. "There's gotta be a failsafe somewhere in the building," Soul said. "That was a new ordinance passed not too long ago: all buildings must incorporate some sort of override in the case of an emergency." Maka frowned as she ran a hand along the metal again. "I know, the Camerata might not have listened. But I'm pretty sure Arachne helped draft the thing, so maybe we'll get lucky."

Tapping her lip with her forefinger, Maka nodded thoughtfully. And if Medusa's information helped them get into places previously only accessible to the Camerata…

She took them back down a few flights and this time entered the low rooms that housed the archives. The first room was dimly lit and dingy, a stark contrast from most of Cloudbank's buildings. There were rows and rows of square machines, fans whirring lazily to keep them cool enough to function. They looked barely cared for, like an afterthought.

"This is where they keep the information on everyone in town. Somewhere in here, there's a file with all the information they've collected on you. Every vote you've cast, every post you've made: it's all here." Soul's voice sounded dazed.

Maka searched the room, passing the machines without a second glance, until she finally found another OVC terminal. She logged on. Pleased, she discovered she had access to the override system for the building, including a room only called the "Laboratory". Arachne was always bragging about her research and her experiments; surely that would be the last place she'd refuse to give up, her final sanctuary.

Something flashed in the corner of the screen. Her eyes flickered over it, and she frowned as she saw the sender. With a resigned sigh, she opened the message.

"_Well, look at you, toots. It seems you've gotten past one of the security breaches. Dunno how you had access to that, but it doesn't matter. We don't mind a little company._" He sounded a little desperate, but still just as slimy.

"Gross," muttered Soul.

"_Anyway, I guess I'm not really surprised that you're pulling some fancy tricks out your ass. You do have the Transistor, after all._"

Maka cocked her head, confused. She glanced sideways at Soul.

"_That's a pretty piece of tech. But I think you've figured that out by now, of course. It does a lot of neat tricks, huh? And it can rip the Process to shreds. Pretty useful, right?_"

Her hands were shaking.

"_We were doing this for Cloudbank, you know. For the plebs. They were constantly bitching about one thing or another, changing things and voting on shit. Arachne didn't like that. They coulda messed everything up! Morons. But Arachne wanted to be sure that didn't happen. She cares about Cloudbank, you feel me?_"

"Yeah, right," said Soul. His voice wavered slightly.

"_So she was here to protect the citizens from themselves. She's noble, unlike most of the people in this shitty town."_ He seemed to pause and collect himself. "_Well, whatever. I guess you'll be here soon enough._" On that enigmatic note, the message died.

Maka moved forward through room after dusty room. For a system that was ostensibly of the utmost importance to Cloudbank, it was severely neglected.

"Bracket Towers," Soul mused as she wandered, occasionally dispatching a stray Process machine. "I wonder if this guy Bracket had a rich family that owned this place forever or something. This building kept changing and changing and changing, probably to suit the whims of some prick."

Maka cocked her head in agreement as she logged onto another terminal. Her augmented credentials worked again, and she overrode the next part of the security matrix. However, it was clear that there were still many more to find, and she ran a hand down her face in frustration.

After a few more rooms, Maka came across a restroom. The sign on the door seemed to speak directly to her bladder, because it was immediately clear that she needed the room very badly. She smiled and walked over to it.

"Am I, uh, coming with you?" he asked. She quirked an amused eyebrow at him and shook her head. She leaned the scythe on the wall opposite the door and slipped out of her jacket to drape it across him. "Oh, fine, use me as a coatrack again."

Rolling her eyes goodnaturedly, Maka stepped into the washroom. The single room contained only a sink, a mirror, and a small toilet, and despite the fact that it looked old, it did at least appear clean. At this point, Maka would have used anything, and plunked down with a breathy sigh of relief.

As she was washing her hands, she caught a glimpse of her reflection in the mirror. There were bags under her eyes and her hair was matted; some of the Spine's saliva must have dripped on it. She splashed water onto it, rivulets of dried spittle and old bathroom water dripping down her chest. As she wiped them away, her hand stopped on her neck.

It felt normal. It felt like it should work. Maybe…?

Maka opened her mouth and took a deep breath and tried to scream.

Nothing came out.

Maybe she could hum again? She recalled a song, and took a deep breath. Still nothing.

She tried again. She tried again. She tried and tried until the exertion brought tears to her eyes, or perhaps that was something else. Maka was a whirl of empty air and salty tears rolling down her cheeks. Her vision went momentarily dark, and she found herself staring into the slightly cracked bowl of the sink.

Lifting her head, Maka stared into her own reddened face, cheeks puffy from her crying. She met her own green gaze and slowly shook her head twice. Maka turned on the tap again and cupped her hands to collect the water. She gulped it down greedily. As she finished drinking, she let out another large sigh. The mirror fogged up with her breath. Maka watched the edges slowly fade away, then breathed again, spreading the mist across the glass once again. She wrote _I am here_ in the condensation and watched her words fade slowly away, never feeling less 'here' than she did in that moment.

* * *

She exited the restroom. "There you are," Soul said. "I'm glad to see that after everything, you still take just as long in the bathroom as you did before."

Maka raised her eyebrows as she took her jacket off the scythe and donned it once more. She reached for the handle.

"I hope you washed your hands!"

She blew a raspberry at him and shouldered the scythe again.

They continued to explore the warehouse. As they found more terminals, Maka continued to chip away at the defenses protecting Arachne's laboratory. After she was about halfway through the programs, she received another message from Giriko.

"_You'll see this soon enough, I guess, but we have been trying to work out a way to control the Process without the Transistor. Hasn't been going all that well. As you can probably figure out, since you're so smart and all. We'd ask for the Transistor back, but we kinda doubt you wanna hand it over any time soon, right toots?_"

Maka hugged the handle of the scythe closer to her body with her forearms as she typed a response: _You'd still have it if you hadn't attacked us. Why did you target me?_

"Good question," seethed Soul.

Only moments later, another message appeared. "_Listen toots, don't flatter yourself. You ain't hot shit. You were one of many. Fine, yeah, one of the more important ones, but still, you weren't anything to write home about. We needed you to give the people a point of view they didn't know they wanted. That was Arachne's plan. And Medusa was there to get us in to you when the time was right._"

Disgusted, Maka severed the connection. They moved on through the warehouse, searching for more switches. The building was confusing, almost like a labyrinth, but Soul was very good with directions and kept careful track of where they had gone and where they needed to be.

"You know, if the town truly disappears, these archives are gonna be all that's left," he said as they ran past another set of whirring machines. "They're gonna - turn right here - gonna be the only record of Cloudbank if it gets destroyed."

Maka shook her head, trying to clear her thoughts. She couldn't think about that, couldn't go down that path right now. She had to focus on getting into the laboratory and teaching Arachne and Giriko just what she thought of their _plans_.

"On a much lighter note, man, what I wouldn't give to have a cool clubhouse like this," Soul said from over her shoulder. "And my own little elite club to do my bidding."

Maka made an incredulous face at him.

"All right, all right, fine. But it would be kinda cool."

She rolled her eyes and almost missed the next OVC terminal tucked away in the corner. Another message icon was flashing in the corner.

"_All right toots, don't interrupt another message from me if you know what's good for you. Stupid bitch._"

Maka curled her lip and clenched her teeth. Her grip on Soul grew tighter, almost painful. Her eyes found the sharp curve of his blade, and for the first time, she _wanted_ to feel it drive into something, wanted it to meet flesh instead of Process metal.

"_You're nothing special. You just happen to have something that gives you a boost, that's it. If you knew-_"

_Let me talk to Arachne,_ she typed. _Let me discuss some terms with her_.

There was a static on the other end of the transmission. Maka lifted her chin in confusion, watching the screen carefully.

Giriko responded: "_I'm doing everything I can for her._" His voice was slightly shaky through the device. "_She's with me. I know there's still time…_"

Maka turned to glance into Soul's eye. Though it remained the same, she knew he was just as confused as she was.

"_Look, ever since we lost the Transistor… she hasn't been the same. I've been taking care of her, but… it's none of your business, actually, so why am I fucking telling you?_"

Scathingly, Maka replied. _If you want my help, you're going to tell me everything. If you need the Transistor to fix your mistakes, you better play nice_.

"_Fine, bitch,_" came the reply. "_Have it your fucking way. It looks like you're almost through the doors anyway, so I guess we'll be seeing you soon._"

"Asshole!" shouted Soul as the message ended. "Fucking asshole."

Maka typed, now for Soul's eyes only. _It seems that this scythe… this thing you're in. It's the Transistor._

"Seems that way," Soul said quietly.

_It seems they need it._

"Yeah."

_Well they're not fucking getting you, that's for sure._

He chuckled, sounding relieved. "Well, when you want something, you sure as hell go get it."

She would make sure of that.

They continued their search through the warehouse, emboldened by the knowledge that they were almost through the barriers. Maka found two more on the floor below them, and finally, with the last one hidden behind some debris, the security system shut down; they were in.

Maka ran back up the stairs to the tall double doors. A few of the worm Process had grown on the ruined floor, but she sliced through them effortlessly as she approached the gates. A small green circle was lit up on the metal, and she pressed her hand to it. There was a groaning of gears as the doors began to part, slowly creeping away from each other to allow her entrance.

Her heart was in her throat and her stomach turned to lead as she walked into the laboratory.

The room was large, accommodating the various tables and chalkboards and charts and glass containers that were placed in it, all in a state of slight disarray, as if the person who had been working there had begun to go mad. Papers were scattered everywhere, pencils strewn haphazardly across the surfaces of the work space. But what had caused Maka to lean over and place her hands on her knees, tasting bile in her throat, were the bodies of Arachne and Giriko that lay just as carelessly on the floor.

Arachne was pale in death, leaning against a chalkboard with her own work still etched on it. She was dressed impeccably, though her oversized hat (slightly larger and more ornate than her sister's) had fallen from her head. Her dress pooled around her like liquid night. Her eyes were glazed, staring over the horizon as if she could see something everyone else could not.

Giriko lay at her feet, a thin line of spittle coming from his open mouth. His hand stretched towards her in death, almost there but never making it. Whatever Arachne had done, he seemed to have done the quicker version; where she looked draped artfully, he had fallen on his face.

Maka took a step forward, but stopped as she finally noticed what was on the board behind them. It was a diagram of her scythe - of her Soul.

Complex equations crisscrossed on the board like a web, arrows and vectors pointing this way and that. Maka tried to read them, but it was like another language; she was so agitated, she could glean nothing from it. She slowly walked by a table laden with papers and tubes, and it was then that she realized what was inside them.

"Process?" asked Soul.

Small red eyes hung suspended in some sort of liquid in each of the glass containers, drifting slightly on some nonexistent tide. Or maybe it was a heartbeat.

She stared at them, transfixed by their gentle undulations, until Soul made a noise like he was clearing his throat. "Think they left you a note," he said. Turning, she saw an OVC terminal behind where Giriko lay. She winced. Picking her way carefully around his splayed feet, she logged into the machine to answer the blinking red message.

"_Sorry I couldn't stay to meet with you in person, toots. Duty calls, you know._"

Maka felt a slight shiver down her spine.

"_Arachne was… wasn't thinking straight. I don't know why she would leave…_" There was an intake of breath on the recording. "_None of this would have happened if you hadn't fucked up our plans, but… I would have loved to teach you a lesson, or hell, even spend an eternity in the Transistor, but I don't… I won't… fuck it. We were in this together, no matter fucking what. See you in the Country, toots._"

Maka closed down the system, the voice of the man dead at her feet still echoing in her ears.

"I… can hear them."

She dropped her chin to her collarbone, defeated. She turned to face the two still figures on the floor.

As she held Soul over Arachne, he addressed the body. "Hey, remember me? Guy you killed the other day? You were too much of a coward to allow me the same pleasure." The rush of sound, the flash of light, and Arachne's song was absorbed.

Maka turned to Giriko.

"Asshole," was all Soul said to him. The process repeated itself, and the Transistor gained another soul.

Soul was silent for a few moments.

"I think… we need to go to Fairview."

Maka raised her eyebrows.

"Yeah, Giriko's song… he seems to think that's where Royse is hiding out. Last member of the Camerata. We'll have to get over there, somehow…"

As Soul lapsed into silence, Maka began to walk around the laboratory. She picked up pieces of paper, and the words began to make more sense. Rifling through the pages, Maka read in earnest, something in the region of her chest tightening as she understood what she was seeing. She kept reading.

After a while, Soul said, "Hey, you good?" With a start, she looked up to smile at him. She set the pages down and approached the chalkboard. Its diagram of her scythe was almost perfect, but it seemed to be missing something. Maka lay her hand over the drawing of the eye and held it there. "Maka?" Soul asked.

Finally, she moved away from the chalkboard, feeling calmer than she had in a long time. Maka approached some more glass testing containers full of Process, and as she drew nearer, they became more agitated. She lifted Soul.

"What are you doing-?"

The scythe came crashing down, splitting open the tanks. Glass tinkled down at her feet and a pale green liquid sloshed out as the Process rose up, hovering in the air in a roiling mass. Maka slammed the scythe's blade into the wall behind them, and a sudden draft came rushing in from the outside.

"What's going-?"

Maka kicked at the metal and the Process swarmed out of the hole like a cloud of angry bees. She kept bending the metal out of shape until it was wide enough for her to squeeze through and cling to the side of the building. The wind whipped through her hair, the surrounding air cold due to the extreme height.

"Maka!"

She jumped.

The blast of icy cold wind hit her face as she plummeted, but even as Soul screamed, "SHIT SHIT SHI-" the Process began to form below her feet, whirring and clicking as they came together-

They held her weight and she fell to her knees against the machines, and they moved to accommodate her so that she didn't hurt herself. Her eyes were stinging at the biting wind, but as the Process began to slow her descent, she felt the pressure ease up, and she wiped the tears from the corners of her eyes.

The Process continued to bring them back to earth far faster than the many stairs and elevators would have. Maka couldn't hear Soul over the rush of wind anymore, but as the ground came closer and closer into view, the noise died down and she could make out his disgruntled mumblings. She smiled and rolled her eyes.

Once she was low enough, she leapt off and landed lightly on her feet. The small Process that had formed the mass took off like a flock of birds, separating and fluttering off in every direction.

"How did you know that would _work_?" demanded Soul, voice strained.

Maka pointed up to the top of the tower they had just vacated and nodded towards the laboratory.

"Oh man, if I had a mouth, I'd barf everywhere right now."

She patted the blade in mock sympathy as Soul moaned. They were near the lift (though the machine was still at the top where they left it). Glancing around, Maka saw that the area was mercifully devoid of Process. She moved around the corner of Bracket Towers and emerged near the front entrance of the building.

"Holy-!"

The front stoop was a war zone. Broken bits of Process monsters lay scattered across the steps leading up to the building, some still twitching and sparking as Maka approached on the tips of her toes. The machines had surrounded the entrance, clearly focused on their targets: the four bodies that had collapsed right before the still-shut doors.

"Maka… shit. It's those two reporters I was talking about earlier. I think I was talking about them earlier? But shit. Look at them."

Two blonde women lay side by side, hand in hand, as similar in death as they had been in life. Their heads turned toward each other's, as if they had drawn their last breaths looking into the other's face. Maka bent down slowly, tears forming in the corners of her eyes. A coughing sob broke out as she tucked the shorter hair behind the girl's ear. She felt as if she were intruding on a private, intimate moment.

"I don't recognize the others," said Soul. His nonexistent throat sounded tight.

Trying not to look to closely at the fatal wounds on the bodies, she stepped carefully around to the young man lying near the sisters. His yellow eyes were haunting in death, almost seeing, and Maka knelt to try to brush his eyelids closed; his piercing stare coupled with his slightly downturned mouth were eerie. Something about him caused goosebumps to crawl up and down her skin. She held Soul up so he could hear the song.

"Name's Kid," said Soul as the light began to fade. "Sounds like he was an expert on Cloudbank's archive system. He was always trying to get funding and political power to update them." Soul paused as if to take a breath. "He must have known… or at least suspected… he came here to the Towers for the archives. Maybe he was just trying to protect them, I dunno. But man…"

She stretched her arm out farther and held Soul over the body of the other man.

"Joe Buttataki," supplied Soul. "He was a detective. A good one."

Maka turned to face the scythe.

"Damn. I bet he was on the Camerata's trail, and the reporters came with him to get the story. They knew they were heading into danger, right into the belly of the beast…"

She swung him around to face the sisters again.

"...but they thought the people of Cloudbank deserved to know the truth."

More light, more rushing sounds.

"They harmonize well together," Soul said softly. "But… they also balance well with Kid's song. Like they… bounce off of one another? They resonate well together. I think they knew each other before."

Maka brought her fingers to her lips, then moved her hand away, opening it as she went.

"Yeah, I think he asked them to report on the state of the archive system," Soul said. "He probably knew them well."

As she reached the bottom of the steps, Maka turned around to look at the site where four fellow citizens lost their lives. The city was becoming a graveyard, every street corner a haphazard shrine to the fallen, every building an unintended mausoleum.

"Just once," said Soul savagely, "I'd like to get here when it actually matters. I wanna be here to actually _help_ people. I'm so sick of showing up too late to do anything. I'm sick of seeing Cloudbank just turn into some sort of… death city or something."

* * *

They fought their way through the streets. Fairview was an island, separated from the mainland by the sea, and the closest port to get there was on the other side of town. _Of course_. It seemed that the Camerata had deliberately scattered across the city. Maka wasn't sure how they would _get_ to the island once they reached the harbor, but they had to try.

Twice more, Soul heard Medusa's song and they ducked into the strange black room. The room was the same, despite the fact that they entered from all over Cloudbank. Maka and Soul used it to take short naps, catch their breath (or hers, as he was incapable of becoming winded), and try to come up with a plan for when they found the last member of the Camerata. Unfortunately, they had little success with the last one.

As they passed through different neighborhoods, each as deserted as the last, Maka discovered more of the strange mushrooms like the one that had been growing in front of her apartment. She avoided disturbing them. Maka also thought she saw another of the strange green lights, but again it disappeared upon closer inspection. She wondered if it was a trick of the strange fog that had rolled into Cloudbank.

The city was blanketed in a purple smog, similar to the orange fog that had rolled in earlier, but quieter and somehow more frightening. Maka wished she had something to put over her mouth to prevent her from breathing it in, but it didn't seem to affect her, so she tried not to concern herself. She found another OVC terminal along an alley that seemed less infected (the trash, at least, was still littered across the ground) and she logged in.

_Famous Singer Maka Albarn, 27, Mourned as Infection Toll Mounts_

"Maka?" asked someone from very far away. Her vision telescoped as the story loaded, the words like tiny needles to her heart.

_As the calamity that sweeps the city of Cloudbank continues to claim the lives of many citizens, some members of the populace have gathered outside the Empty Set to remember the beloved singer. Maka Albarn was active as a singer from a young age, but has in the past few years risen to a stardom unprecedented in the city. She was known for her beautiful lyrics and her haunting melodies, and was consistently rated among the top ten percent of performers in Cloudbank. Though there are thousands whose lives have been claimed by the machines tearing through our streets, Maka Albarn's fans and well-wishers have gathered to pay tribute to the late singer, as the sound of her voice cut through the darkness._

"Maka? Hey! Maka!"

She couldn't feel her toes or her fingers. Everything was sliding in and out of focus, the words blurring together and the letters jumping across the screen.

"Maka!"

The world grew dark.

* * *

"_Do you want sugar in your tea?" Maka asks._

"_No thanks. But put honey in yours."_

_She chuckles but obliges. Gathering the steaming mugs, she moves from Soul's kitchen into his living room, where he sits at the piano, glaring at the pages as he plucks at the keys._

_Maka places the mugs on the gleaming surface of the baby grand then slides onto the bench and presses her leg against Soul's. He doesn't look up, but he does reach out with his hand to run his fingers delicately through her hair. "Did you get honey?"_

"_I did, despite the fact that it's almost impossible to find anything in that messy kitchen." She leans over to press her forehead to his temple so he knows she's teasing. "My throat's not even sore. My voice is fine."_

"_Yeah, but you should always try to protect it." Soul turns to her and their lips meet._

"_You're such a worrier," she says, running a hand up his arm. He had rolled up his sleeves to work._

_His response was to kiss her again._

_After a few moments, a rumble of thunder sounds from outside, and rain begins to pelt the windows. Maka opens her eyes to smile at the window. "I love a good storm," she says._

_Soul turns the other way to look outside. "Yeah," he replies, voice low, then looks back at her. "I can see why." She quirks her lips up at his teasing smile. He moves hands to hover over the sleek black and white keys. "All right, let's do another one."_

_Maka takes a sip from her mug, but it almost scalds her tongue, and she puts it down, partly to avoid burning herself and partly to avoid being chided by Soul. "Which one?"_

"'_Paper Boats'," he says, flipping the pages in front of him._

"_Where shall I start, then?" she asks, voice light and teasing._

"_Let's just take it from the top." He presses into the keys, hands practiced, contained. Maka sits up straighter and takes a deep breath._

_**Seconds march into the past**_

_**The moments pass**_

_**And just like that they're gone**_

_**The river always finds the sea**_

_**So helplessly**_

_**Like you find me**_

"_Good," Soul says, nodding as he carefully presses down on each key. "Enunciate that 'helplessly'. Really stress the syllables."_

_**We are paper boats floating on a stream**_

_**And it would seem**_

_**We'll never be apart**_

_**I will always find you**_

_**Like it's written in the stars**_

_**You can run, but you can't hide**_

_**Try**_

"_Hold that last," he says, body moving to the music as he plays. He remains seated, but he is all rhythm, all motion. His head nods and his shoulders bow over the keys. His foot taps and his mouth keeps twitching upwards into a smile._

_**Like the moon that makes the tides**_

_**That silent guide**_

_**Is calling from inside**_

_**And pull me here and push me there**_

_**It's everywhere**_

_**Hanging in the air**_

"_Excellent, bring it as low as possible." He nods his head in time to the beat as he turns to watch her. She sings with her eyes closed, but she knows he is watching._

_**We are magnets pulling from different poles**_

_**With no control**_

_**We'll never be apart**_

_**I will always find you**_

_**Like it's written in the stars**_

_**You can run, but you can't hide**_

_**Try**_

"_You're amazing, Maka," he breathes and she throws her head back to sing to the ceiling, her voice drowning out the sound of the rain lashing against the window. Like a wave crashing on the shore, Maka's voice crests and recedes as they approach the bridge, and she opens her eyes in the lull. Soul is still playing, still hitting every note perfectly, but his eyes are locked with hers._

_**I will always, always find you**_

_**I will always**_

_**I will always, always find you**_

_**I will always**_

_She sings to him directly, sings as crimson meets emerald._

_**I will always find you**_

_**Like it's written in the stars**_

_**We can run, but we can't hide**_

_**Try**_

_As the song fades away, as Soul's fingers caress the keys more and more gently, Maka's gaze never wavers from his._

_She performs for thousands all the time, her voice uplifted across the Empty Set, and every face stares up at her, enraptured. Her fans often spoke of how it felt to be there, to see her eyes sweep across the darkened crowd, to hear her sing to them, to be on the receiving end of her music. But they do not know that her best performances are here, are now, when she sings to an audience of one. She sings for her Soul, and she transcends._

_**I will always, always find you**_

_**I will always**_

_The last word leaves her mouth in a breathy whisper as she presses her forehead to his, his skin warm. The rain continues to patter against the windows, but she can only hear his heartbeat._

* * *

She opened her eyes to a dark, foggy sky.

Maka slowly took stock of her limbs: were her toes still attached? Her fingers? She moved them, one by one. The back of her head was throbbing, and she winced as she slowly lifted a hand to prod it carefully.

"Maka!"

She tried to sit up too quickly, and the edges of her vision grew dark, but she squeezed her eyes shut and took long, deep breaths. Finally, she was able to turn her head and squint. Soul's scythe lay next to her, red eye staring up into the sky.

Guilt surged through her; she had let go of him, and he had clattered unceremoniously to the ground. She reached out and wrapped her hand around his handle, breathing through her nose to steady herself. After another few moments, she pulled the scythe closer to her. Leveraging herself up, Maka clutched at the OVC terminal until she was back on her feet.

"You okay?"

Maka nodded; admittedly she still felt like throwing up, but the waves of nausea were subsiding as she took long, drawn out gulps of air, and she finally was able to press down on one of the keys to reactivate the terminal.

The news story reporting her death was still up. She quickly averted her gaze and watched out of the corner of her eye as it stopped loading and disappeared, leaving the screen blank for her to type.

_Yeah, I think I'm okay. Sorry for dropping you._

"It's fine. It didn't hurt."

That hurt her.

"Do you wanna sit down again?"

_No. I want _

A sob suddenly ripped through her throat, dry and heavy, and Maka hung her head towards the keyboard as more silent wails escaped her unused lips. She shed no tears, and she was more surprised by what was happening than she was sad about anything. Maka struggled to type.

_you can still hear me right,_ she typed quickly, not even bothering with proper punctuation.

"Of course," Soul said, voice sounding tight and strained. "Of course I do."

_youre all i have_

"Maka…"

Finally, the sobs subsided into hiccups. She coughed, rasping and thick, but stood up straighter and took another deep breath.

_We're going to get you out of there,_ she replied.

"We'll figure it out," he said.

_We will._

Maka logged out of the terminal and hoisted the scythe once again. She ran towards the mouth of the alley; the ground had sprouted some of the strange square mushrooms while she had been unconscious. As she reached the end and emerged onto the street, she caught a glimpse of the scythe's inscrutable eye, its impassive blade, its unyielding steel, and Maka wondered, not for the first time, whether she really ever had heard Soul's voice from the cold, lifeless metal.

* * *

Maka ran through the streets of a city she no longer recognized. Cloudbank's citizens had always prided themselves on voting in some of the brightest, loudest colors they could, and many of the buildings of the city reflected those choices. The streetlights, the sidewalks, the plants, everything was vibrant and rich. But now, the Process had stripped the city of its vitality, and the buildings were pale husks, faded and translucent. The mushrooms grew in thick carpets along the streets, bursting with small clouds of spores when they were disturbed.

Soul's good sense of direction came in handy. Cloudbank's streets were ever shifting, ever changing, which made them difficult to navigate on a normal day, but when they all washed to nothing, all blurred together, it was nearly impossible.

"This city isn't ours anymore," Soul said as Maka hacked through another tripod Process. "It's theirs."

They entered what Maka thought must have been a park; there was a single green bush in the middle of the pale ground, leaves hanging somewhat limply, as it sat in the middle like a deserted island in the middle of the ocean. As they approached, the leaves become thinner and thinner, color fading into nothingness. A large square block stood in the bush's place by the time Maka reached it.

"Oh no."

Maka turned around, but judging by Soul's tone of voice, she knew what she would find. Sure enough, two more figures lay sprawled across the ground near another large block that might have been a park bench in its previous life before it left for the Country.

Maka drew closer. The face of the woman was obscured by her cloud of candy cotton hair, thin and wispy and pale. She wore a billowy white dress and her makeup was done perfectly. She might have been sleeping if not for the utter stillness of her chest.

"Kim Diehl," said Soul after Maka had lifted him above her body. Maka dropped her mouth open in surprise as she looked up at Soul. "Yeah, that famous skypainter. Known for being pretty artsy. We watched one of her paintings around our anniversary once, remember?"

She did. They had sat on the roof of her building and shared a bottle of wine and some cheese as they watched the sky turn sapphire, emerald, ruby. People all around them on their own roofs called out and clapped as the clouds formed huge, looping spirals and flashed different pastels, from lavender to pink to powder blue. Maka and Soul had stayed on the roof until the sky had faded to black, shoulder to shoulder as they held hands.

She gestured to the other body. Soul's blade glowed.

"Harvar D. Eclair." Soul let out a sigh. "He was apparently a big shot fashion designer… 'was' being the key word."

Maka nodded; she hadn't heard that name for a few years.

"He's uh… had some habits that were hard to break. I don't think the thing that killed him was the only factor in making him that pale and thin." Maka nodded, leaning down to fix his glasses; they had been knocked askew when he had fallen. His mouth was pinched downwards. "And he and Kim definitely knew each other, their songs match really well. And actually, I think they knew that first woman, Jacqueline. The tempos are all the same."

Maka stood, but hesitated; she wanted something to mark the spot where the bodies had been. Yet she had nothing, and she was surrounded by nothing. The city was fading, drained of its color, drained of its people, and she couldn't do anything.

"Okay," Soul coughed, as if clearing his throat. "I'm pretty sure this is Yon-Dale Park, which means to get to the seaport closest to Fairview, we need to-"

There was a rumble from beneath the ground, shaking the earth and rattling the square blocks in the park.

"Oh shit…" groaned Soul, his voice pitched and tinny. Maka whipped her head around to watch as the eye of the scythe began to glow an angry red. She cursed silently, and began to run.

She couldn't see the Spine, but she felt the earth quake below her feet again and knew it was close. Soul was chanting something to himself, mumbling in her ear, but Maka was concentrating on getting as far away as possible.

"Man, Maka, we make quite the team…" he giggled. "You don't have a voice. I don't have a body. We make, like, the _perfect_ pair." He chuckled darkly, madly. "What a great balance."

Turning the corner, Maka skidded to a stop; the street in front of her was full of the Process machines that flashed painful lights. They all turned their red gazes on her, and she cursed again. Soul let out what sounded like a raspberry, and Maka charged forward. She swung the blade of the scythe in a clean arc, slicing the first one neatly in two, but the second one surprised her, and she wasn't able to cut all the way through it. She stumbled; the weight of the Process trapped on Soul's blade caused her to overbalance.

"Makaaa," Soul whined. "Keep it down out there."

She teetered, but did not fall. Setting the blade on the ground, Maka placed her boot on the machine and tried to pry it off her weapon. She winced as a hot beam of light hit her side, but the next moment the scythe was free, and she whipped it upwards to block the next attack.

A roar cut through the air from her left. Maka gritted her teeth, swinging at the next Process. She had to get away.

Pushing through them, ignoring the blinding flashes of light, Maka ran down a narrow side street. She thought she recognized where she was - was that the good bakery Soul liked to visit? - but she didn't slow down. With a twisting in her gut, Maka realized that the walls of the buildings had grown the strange, vertical red eyes of the Spine.

"Maaan, that is some fucked up shit right there," Soul said. His voice sounded ragged, tired. "Soon this whole town's gonna be like that. White blocks and weird ass eyeballs. That's crazy."

Maka swerved down another thoroughfare, hoping she was still heading in the right direction to get to the Fairview port. Another of the flashing Process came around the corner, but she ducked under it.

"Except for us! It looks like we're the only ones who won't."

Her heart was pounding in her temples, her breath tearing at her throat.

"Aaah, except! I guess I'm already a block with eyeballs."

Maka let out a silent roar, teeth bared like a feral animal, and at just that moment, a dozen more Process creatures appeared from another alleyway. They were an odd mix of the weird oblong machines, the small dish-shaped creatures, and her favorite, the tripods. Eyes stinging, Maka brought the scythe crashing down into the first Process, feeling a jolt run up her arms from the force of the blow. The next few minutes were a whirl of white metal and exposed wires, sharp pains and cracking hulls. Everything was a blur; she barely registered the attacks. The only thing she registered was the scythe in her hand, and that she had to drive it through every machine in front of her.

Finally, there was nothing left to stab, nothing left to destroy. Maka stood panting in the middle of the street, surrounded by the charred remains of the machines.

"Hi," said Soul sheepishly. She quickly brought the scythe upright to look into the eye. "I think the Spine left. Went off to destroy another part of the city. I'm okay now."

Maka took a deep breath and smiled.

"You look a little worse for wear."

Maka wrinkled her nose.

"But you still look beautiful."

* * *

Her breathing was hitched and labored. Her chest rose and fell, rose and fell, flushed with pleasure.

He was nestled between her legs, metal cold but warming quickly from the friction. She clutched him in slightly sweaty hands, grip tight, too tight.

She felt a thin line of sweat form down the indent of her spine as she arched over him. The heat at the apex of her thighs grew as she slid her body up and down over his shaft.

Maka bit her bottom lip, chewing on the rough skin. Her dress was hiked up around her waist, exposing her thin black underwear as she rubbed against the handle of Soul's scythe, but there was no one on the streets to see. She let out a breathy gasp.

The eye of the scythe stared into her face, unblinking and unmoving.

She tried to remember what his skin tasted like.

The feeling of his handle at her sex was raw and a bit uncomfortable, but it was him, and she would not show any discomfort. She held him next to her and moved her body over him. The exertion started to take its toll and she leaned back against the blank wall of the building. Her climax built inside her abdomen, like a string pulled taut. As the dam broke, she threw her head back in a wordless cry.

She could not speak, and he would not. There was nothing to say in a darkened alleyway filled with only the empty shells of what had been, nothing to do but to prove, if only for a little while, that they too were not lifeless husks of who they had been.

* * *

"I went to Fairview with my folks as a kid," said Soul. They were on a wide street, giving them plenty of notice for any Process that might show up, so Maka held the scythe casually over her shoulder. "It was… pretty nice. Just a big island where snobby people liked to congregate."

Maka lifted the corners of her lips into a little smile.

"The beaches were just amazing though. The whitest, cleanest sand you could imagine. There was often a lot of driftwood on the beach, and people would drag the logs around to create little spaces to sit and eat. Did you ever go?"

She shook her head.

"Sorry you're only going to see it… Processed."

Shrugging her free shoulder, Maka turned to look down a side street as they passed. It was empty. Maka was a little unnerved by the sudden lack of machines. She rolled her head to stretch out her cramped neck muscles. She was exhausted.

There was a clicking noise as a tripod came into view. Maka lowered the scythe into a fighting position as the thing approached. She drove Soul into the machine with a two-handed swing; it wasn't as graceful, but it was more powerful, like wielding an ax. It broke apart and crumpled to the ground as she pulled the blade out.

Maka made to move away from the ruined mess of machine, but a creaking sound from the rubble caused her to stop in her tracks. Looking over her shoulder, she saw the destroyed Process stir, pieces of metal moving together and reforming into something taller, with long arms-

Maka opened her mouth in a silent shriek and fell backwards, landing hard on the ground. The Process had rebuilt itself in man's image, a tall, thin body, a pale torso supported by rail thin legs, but it had one glaring mistake. Its head was gone, replaced by thin twisting metal that branched outwards. It looked like bloodsplatter, like brain matter fanning out in all directions, and Maka wanted to retch.

The thing moved towards her, long thin fingers pointing directly to her heart. "No!" cried Soul, and Maka struggled to her feet. The machine tried to claw at her but she jumped backwards. Again and again it attacked, and Maka kept giving up ground, her boots catching on the uneven surface that all looked the same.

"Maka, fight!"

She couldn't. How could she? A nightmare rose before her, a deadly apparition.

"Maka!"

The only other thing that even resembled a human in the city pierced her shoulder with a sharpened fingernail.

"_Maka!_"

The desperation in Soul's voice, the terror behind his tone - something clicked into place, and she pivoted on the ball of her foot as she turned, pirouetting around the monstrosity and driving the blade of the scythe into its back. The Process man stumbled forward, the scythe having gone through its entire abdomen, but as she yanked it loose and leapt away, it turned back towards her, reaching for her, wound oozing black blood. Across some of the metal twistings that made up its skull, one of the vertical eyes had opened.

Maka slammed the end of the shaft into the creature's chest, sending it reeling backwards. It stretched a hand towards her again, but this time the palm glowed and ball of fire burst forth. She batted it away with the blade of her scythe, but felt the metal grow hot under her fingers.

"I'm fine!" Soul bellowed. "Kill it!"

The Process shot another fireball at her and she twisted away. It grazed her thigh and she clenched her teeth, but it seemed that the fire drained the machine of its energy, because it stumbled forward. Maka twirled the scythe in a wide arc and sliced through its impossibly thin wrist. The hand fell to earth with a _thud_, fingers curved like claws.

The severed limb dripped sluggishly, but Maka understood now that it was not blood, but oil of some sort, the lifeforce of the machine. Spurred by her success, she spun the scythe in her hand again, this time aiming for the other shoulder. She sliced through it, wires snapping like tendons, and the arm was detached from the body of the machine. The Process fell to its knees, mismatched torso crumpling into a pool of black liquid. Maka watched it splutter and shake as it slowly drained of life. Once it had finally stopped moving, she lifted Soul over the thing and brought the end of his handle through the thicket of branches that made up its head. With a crunch, she was satisfied, and took a few steps away before falling to her hands and knees and vomiting.

"They're evolving," Soul said weakly.

* * *

Her back was against the wall, it was actually against the wall, and there was the irony, wasn't it, feeling trapped in a city with nothing in it. There were no stifling crowds, no overhanging plants, no bustling marketplaces, and yet she felt as if she were suffocating, unable to take deep breaths.

It had become a necropolis, a city of the dead, streets haunted by the ghosts of its citizens. A mass extinction, a mass grave. Cloudbank was home only to spirits and lost souls now. And her.

Her eyes glazed over dully, and her back was against the wall. Everything was a faded translucent blur: intangible, nebulous, lifeless. As she stared, gaze unfocused, she could almost see them.

The citizens of her town. Her loyal fans. The people who consistently voted her one of the top ranked singers of Cloudbank every quarter. She could never meet them all, but they all felt like they knew her, and she felt an obligation to them. Sing for them. A lament for the lost. A siren's song to guide the souls of the dead to their final resting place. But who would sing for her?

She counted the white blocks in front of her over and over again. She lined up the toes of her boots with different blocks, her legs splayed out in front of her, her back against the wall. A hand in front of her face. Was it really there?

The shades of the citizens passed through her mind as if they were on the street in front of her. Cloudbank's people were gone, but it was as if she could see them pass by her, see them march through the streets on their way to the Country.

Drifting, wafting, except there was something there, something that seemed to be made of that pale green light, something that flickered in her memory. She watched it, eyes struggling to adjust, as the spectre moved in front of her, made of light yet more substantial than anything else she had seen. If she stood, it would be her exact height, and the stoop of its shoulders looked so familiar, but even as she stared it seemed to fade away, disintegrate, but it looked like it was carrying a scythe-

* * *

"I never realized how _fucking_ long this would take on foot," Soul said.

Maka grimaced.

"I wish the trams were still running."

Blowing air between her teeth, Maka took another long draught of the water she cupped in her hand. She had found a fountain in the middle of the thoroughfare that hadn't been Processed yet. The statue that stood in the middle, artfully crafted and agreed upon by all the citizens in the district, had been reduced to a single white block standing in the now still water. Maka had hesitated to drink from it; what would it do to her? But she was parched, and she could do nothing to Royse if she was weak from thirst, so she took the risk and gulped it down. It tasted fine, and she hoped that was a good sign.

"Yeah, I know, the trams are the least of our worries. But it sucks that you're carrying me all this way."

Maka shrugged her shoulders and took another sip. She'd carry him as far as she needed, but there was no OVC terminal nearby, so she could not tell him so. Her mental checklist of things she needed to say grew again.

"It's still so far away," Soul said, sounding frustrated. "Damn."

Wiping her hands on her legs to dry them, she lifted the scythe once again.

"All right. Go up a few more blocks on this street, then we'll turn left. I think that's the most efficient way."

Maka took off jogging, feeling much better now that she had quenched her thirst. With a hollow chuckle, she marveled at how far they had fallen: before, her throat had been the thing she protected most, cared for the most. Now it felt ragged and raw.

As Maka approached the street Soul had mentioned, she heard the telltale whirring of Process, and was immediately on her guard. She rounded the corner and another of the strange machines with a woman's body appeared. The floating eyes all began to glow, and Maka threw herself back behind the wall. The beams of energy shot harmlessly past her.

The wall next to her had grown a vertical eye and she punched it before launching herself at the woman-machine before it could gather energy for another attack. Maka drove the end of the shaft into one of the heads on the side, and it clattered to the ground. The Process doubled over as if hit, but straightened and fired another beam. Rolled under the creature as it sailed overhead, she leapt to her feet and swung the blade high, slicing through another two of the heads. The machine buckled and fell, and Maka turned to look down the rest of the street.

"Maka! I think there's a bike!"

Soul was right; a motorcycle was leaning against the side of the building. Maka dashed over, dodging between the other Process machines in her way. She reached for the handles-

"Oh- wha- _nooo_…"

Soul sounded as if he were wounded. Maka twisted her neck to look up at the eye.

"Maka… Maka… it's him, it's _him_…"

Maka glanced down at the bike, nonplussed. It was very similar to Soul's… too similar-

She leaned over the bike and gasped silently.

The body lying beside it, sheltered by the motorcycle's odd lean, looked so much like Soul that she almost grabbed at him, clutched him to her chest. But the slightly darker hair, the slightly longer nose, the slightly taller stature - it was his brother, Wes.

She had only met Wes a handful of times, none for very long. He and Soul got along well enough, but while Soul rode his motorcycle to get places, Wes was a professional rider. He had bought Soul his bike. Maka knew Wes was also an extremely accomplished violinist, but had bucked family tradition and started racing once he qualified to compete. In the brief time she spent with him, Maka saw that he almost always wore a roguish grin, would make the loudest toasts, and tease his brother playfully.

He was now dead at her feet.

The wall above her head exploded, and Maka lifted her arms to protect her head from the debris that fell. She wrenched her gaze away from the man on the ground to look behind her. Three more of the Process were coming towards her, their floating red eyes all trained on her. She gritted her teeth and held the scythe over the body.

"Wes… Wes, I'm so… _no_…"

She gave the handle a little shake as another energy beam crashed into the wall near her. Soul continued to moan in shock, his voice low and mournful. Maka lowered him further, wishing she could scream.

"Maka… I can h-hear him…"

Clenching her teeth, Maka felt an energy beam graze the arm that held Soul. A tear of pain and frustration rolled down her cheek. Everything hurt: her shoulder where she had been stabbed, the places on her legs she had been burned, her arms from cutting through the machines over and over again. They needed to go - _now_.

There was a flash of light and a rushing noise, and Maka threw her leg over the bike and reached for the handles. Once again she was forced to clutch at the scythe with one hand and the bike with the other, but she revved the engine and shot forward, hearing the sounds of the beams of light smash into the place where she had been. She swerved around more Process heading towards her, weaving in and out as they tried to press in on her. The streets were swarming with them now; where had they come from?

She burst forth along another narrow street, this one mercifully clear of the creatures. Following it until it reached another larger road, Maka turned onto that one and began to head north.

Soul made small dry sobbing noises that were barely audible over the roar of the engine. He had no eyes for tears, no throat for coughs, but his grief manifested itself all the same. After a while, he lapsed into silence, only occasionally telling her to "Turn here," or "Keep going."

Finally, Maka could smell the salt. She lifted her head as she drove forward, the horizon at the end of the line of buildings opening up onto the ocean. The wind picked up, bringing the smell of brine to her nose, and she sped up the bike. There was something about the unending horizon that drew ever nearer that filled her with something that felt a lot like hope-

The buildings ended, and she pulled the bike into a skid, tires screeching against the blank white road. The sun cast a warm glow over the waves. They seemed to be the only thing unaffected by the Process, and Maka felt a surge of pride at the thought that even the Process could not tame the sea. She gazed out across the water. The distant outline of an island sat in the middle of the bay, dark against the pale sky.

She dismounted. There was a pier that extended into the water, so she walked along it, footsteps echoing in the hollow above the waves. She cradled Soul to her chest; he still hadn't spoken.

At the end of the dock was an OVC terminal. Maka logged in, but was startled to see a completely different screen. The message across the top read "Root Lib Systems ADMIN" and she hovered her fingers over the keys, dumbfounded.

"It thinks you're in charge," Soul said. His voice was thin and tired.

Maka dropped the scythe down to gaze into the eye.

"Hi," he said weakly. "Sorry to worry you."

She reached forward to type. _Soul, I'm so sorry_.

He sighed. "I dunno why I was surprised. Everyone in this town is dead," and his voice was acidic, "so I should have expected to see him eventually. I just… it was easier to think about getting to the Camerata. Getting revenge, getting your voice back, getting my body. But… he was so still. So unnaturally quiet."

_I wish there had been more time,_ she typed. _I'm so sorry we didn't have the chance to stay with him_.

"He's gone now," said Soul hollowly. He paused. "I can't think about that. Our only hope… the only thing we can do now is get to Royse."

_How? I don't think the ferry will be running_.

"Yeah, I know. Wait! Unless you can get it running? Try digging in there."

Maka began to type, searching through the database in front of her. She had never seen this part of the system before, and she struggled to follow the different commands as they came across her screen. Strings of numbers passed in front of her eyes, but she could make very little sense of it.

Suddenly, there was a screen she recognized. The weather selections loaded, awaiting her response.

"This isn't a vote… it's a choice," Soul said.

So Maka chose snow.

Light flurries began to fall from the sky. They disappeared on the surface of the waves, but clung to the pier, a thin blanket over the wood.

Maka kept pounding away at the keys, searching the inner workings of the terminal, the snowflakes a welcome chill on her raw skin. She felt frustrated; if there were a secret in here that would save Cloudbank, reverse the Process's damage, she wouldn't be able to tell. But she kept at it, determined to at least figure out something to do about Fairview.

A blinking red alert appeared in the corner of her screen, and Maka gasped breathlessly.

"What?" asked Soul. "Oh!"

She opened the message. The default user voice spoke.

"_Hello Maka. I understand you're attempting to get to Fairview. I think that's a good idea_."

"Why is it using the automated voice?" Soul wondered. "Why not just record the message himself? That's so much easier."

Maka frowned; Soul was right. The hairs on the back of her neck prickled.

"_You may be wondering how to get to Fairview. Good question. However, the key lies in your hands. There are plans within the system for a bridge to Fairview. The schematics are all figured out already, but the final project wasn't put to a vote yet. Just activate them._"

"How-?"

"_You may be wondering how to do that. Again, the key lies in your hands, this time directly. The Transistor can initiate that function for you._"

"What…?" Soul said.

"_Locate the blueprints within the terminal, and use the Transistor. I'm waiting for you. Royse._" The message ended abruptly.

Maka turned to look at her scythe, her eyebrows raised.

"Well this has been quite the trip," he said sarcastically. "Excellent. Let's build a bridge then. Just. Awesome."

Maka's shoulders shook with a silent chuckle, then turned back to the screen. Now that she had a goal, it was easy to reach "Infrastructure Fairview Bridge" in a matter of minutes. But as she opened the file, she heard Soul whisper, almost to himself,

"What the hell _am I?_"

But just as he spoke, Maka hit "Authorize", and the schematics for the bridge began to load and the metal of Soul's handle began to feel hot. She held him aloft. The pier began to shine, bright lights emanating from the old wooden boards, and with a rush, they were replaced with smooth stone. Inlaid emerald tiles wound their way around the edges of the bridge as it spanned across the water. Maka drew in a breath in awe. It was beautiful, pristine - and hers would be the only feet to ever walk across it.

* * *

The bridge built itself under her boots. She held the Transistor high above her head and watched the stones rise to meet her. The waves slapped against the supports as they formed in the water, an insistent sound, the salt already starting its work at wearing through the beams even as they were created.

A lone dove had flown out to the bridge with her and perched on the railing as she walked. Maka stared at it, the only other living thing in the city, and it had stared back, small beady eye trained on her. With a sudden flurry of movement, it took to the air and flew back towards the mainland, and Maka felt an acute sense of loss.

"I've always loved the water," Soul said.

Maka mouthed the words, _Me too_. If he saw, he didn't comment.

The island of Fairview was a good distance away from Cloudbank, and it took a while to walk there, but Maka had little sense of time. All she noticed was the sky and the sea and her Soul.

But they finally reached the end of the bridge, and she stepped onto another pier and looked around. The island was deserted. The beach was gone, waves lapping at a nonexistent shore, but farther up the not-sand was another collection of white blocks, occasionally dotted with the vertical red eyes of the Process.

"This is the only building on the island," Soul said. Maka jerked her head in an irritated shake. "I know; going in is the last thing I wanna do. But Royse's gotta be in there, right?"

Maka spit on the ground in front of her in contempt, but shouldered Soul and marched up the slanted ground. It was much easier to walk on now that the sand had no give, but the Process had not altered the gentle incline of the beach.

She reached the building. There was a gap where the door had been; it must have propped open for her arrival long before it had been Processed. Maka's grip on Soul tightened, and they entered.

It was like a labyrinth inside. Once, it might have been clear where to go; once, there may have been signs, light fixtures, any sort of building map. But now it was all washed out and faded, and Maka and Soul made their way through countless corridors, the only sound the hollow echo of her boots against the floor. They searched the building, up and down the flights of stairs (none of the lifts worked anymore) and through dozens of rooms for which they could no longer discern the use. The red eyes glittered on the walls, but Maka couldn't tell if they could actually see her. A few times, they encountered some of the worm Process growing in clumps like weeds, but Maka stepped past them, watching them sway gently.

Eventually they made their way to the top floor of the building. Maka knew immediately that they were where they needed to be. The room was darker, the lighting muted, and there was a single OVC terminal with a message waiting for them. Maka quickly loaded it.

"_Welcome. This is where I conducted my experiments. This is where the Transistor belongs. If there is any hope to restore Cloudbank, the Transistor must be placed in its Cradle. There's no other way."_

A light switched on as the message ended, revealing the opposite wall. There was a thin opening on the blank space, and Maka could tell instantly that if she swung her scythe downwards, it would fit perfectly. Her stomach turned over.

"What…?"

She shook her head back and forth, feathers swaying.

"Maka..."

She reached for the OVC terminal and slammed her fingers on the keys. _There must be another way_.

The response came quickly.

"_No. The Transistor will not be harmed by placing it in the Cradle. No damage will be done. There's no other way._"

She wanted to vomit again.

"Maka…"

Suddenly she couldn't breathe. Maka paced around the tiny room, eyes drawn to the thin opening in the wall, her labored gasps echoing as she clutched the scythe to her. She could barely hear Soul's voice over her dry sobs.

"Maka… it's okay. I think… I think this'll work. The Process… we need to stop it. Maka, maybe this is the solution. Maybe this is what will do it. Maybe this… maybe this will be what gets me out of here."

She sank to her knees. Maka rocked back and forth, breathing so shallow she began to feel lightheaded. Soul crooned in her arms, trying to calm her. Finally, finally, her breathing evened out, and she folded in on herself, feeling exhausted.

"Maka. You've seen what this thing can do. This might be the thing that works. We have to try, right?"

She slowly inclined her head to look at him. She bit her lower lip.

"I'm scared too. I'm scared shitless. But… but I think we need to try. Maka, I wanna get out of here, I wanna be able to touch your face again, I wanna… I don't know how. There's been nothing, nothing we've found so far that could get me out, but now there's this… we have to try. Right?"

His voice was shaky, as if he were trying to convince himself as well, and Maka found herself nodding, nodding, tears in her eyes. He was right - what choice did they have? What else could they do? She struggled to her feet, holding the scythe in front of her with two hands. Lifting it slowly above her head in a smooth arc, Maka tried to blink her eyes clear so she could see.

"No matter what happens… I love you."

Maka brought Soul down in one motion, driving his blade into the Cradle.

"I _will _see you again. I promise."

Everything was dark, and then everything was light.

* * *

Something was tickling her nose.

It smelled cool, earthy, damp. Her fingers closed. Loamy soil got stuck under her fingernails. Maka took a deep breath and inhaled the scent of the earth. She had lungs, hands. She opened her eyes - she had those, too.

All she could see were thin reeds growing from soft soil. Maka was lying facedown on the ground, so she slowly lifted herself on her forearms. The dry blades were wheat. She struggled to gather her feet under her, every inch of her body feeling sluggish and drained. Her tongue felt too big for her mouth, cottony and thick. Breathing hard through her nose, Maka fought the waves of dizziness that threatened to engulf her, and stood up.

"Ahh, you're awake."

She spun around, but the force of her turn had her crashing to her knees. She panted, hands in the dirt again.

"Careful, now."

Maka lifted her head to stare at the source of the voice. A man sat on a large black block, one leg crossed over the other, staring down at her with an amused expression on his face.

"Welcome back," he said.

Maka stood again, slowly teetering onto her feet. Her eyes never left the man's face. His hair was gray and messy, and the lines on his skin looked artificial, not like wrinkles. He was wearing a large white jacket and a thin smile.

"Hello, Maka."

She turned her head, question evident.

"Yes, we've met. Many, many times. Introductions are always so tedious, but I suppose we'll have to go through them again." He leaned back and looked up into the sky. "My name is Frank Stein."

She started, then pointed to her chest. He looked at her.

"No. I was not the one who brought you here."

Her head jerked forward in a confused motion.

Stein drummed his fingers on his leg in irritation. "I hate explaining this over and over. It gets so tedious."

Maka spread her arms out wide, then looked at Stein.

"Okay, yes, let's start with that." He waved a hand lazily. "Welcome to the Country."

She started.

"It may not be precisely what you were expecting, but here it is." He took a deep breath of fresh air, then wrinkled his nose. "Nauseating. But there you have it."

Maka looked around. The landscape was flat and wide, tall wheat stalks rippling like ocean waves as the wind blew over them. The horizon was dotted with the occasional scraggly tree, leaves fluttering in the breeze. Every so often, there was another large black block like the one Stein sat on that poked through the wheat. But the thing that caused her breath to catch in her throat were the dozens and dozens of Transistors stuck into the ground at various angles.

With a strangled gasp, Maka ran to the nearest one, running a careful hand down the blade. "That one isn't the one you came in with," called Stein. "This one is." She turned to see him pointing at the ground where she had woken up; a scythe lay on the ground. She scrambled back to it, throwing herself to the ground and lifting it to stare into the lifeless eye.

It didn't respond.

"He can't speak," Stein said. "Not here." He wave his hand again. "And these are all shells."

She clutched the scythe to her breast, eyes beseeching. Stein shifted, grumbling.

"Very well. Yes, these are… other Transistors. Left behind. I get very bored, so I rearrange them. There's really not much to do here. Only wheat. Well, I've managed to get a small patch of onions going, but..." He trailed off. Heaving a sigh, he turned to look at Maka. His gaze was piercing, the gentle mocking gone. "I suppose… I'll start from the beginning."

Maka clutched the silent scythe closer.

"I was a researcher in Cloudbank. I often tried to understand the inner workings of the city, and in doing so stumbled upon the Process. Every time the citizens voted to change something, the Process made that happen. I was fascinated."

He took off his glasses and cleaned them with his shirt. Maka put a hand on the blade of her scythe.

"What they did, what they were designed to do... it was incredible. It took an enormous amount of time and energy to discover them, however, and I needed funding. Backing. Support for my research."

Maka had a guess where this was going, and frowned.

"I was approached by Arachne. She was a brilliant woman. Not, if I may say, quite at my level academically, but in the art of manipulation, in the art of deception and scheming and conniving, she was beyond compare. It was her idea to form the group known as the Camerata. It was to include herself, her sister Medusa, equally devious, her loyal lackey Giriko, and me. We were to explore the further workings of the Process, and to determine… whether we could make it work for us."

Curling her lip, Maka glared up at him.

"Yes." Stein frowned. "It was… well, I am a scientist. Was a scientist. Using the Process for political gain was not something I particularly cared about, but trying to find out whether or not I _could_ control the Process was. I agreed. I am sure you are questioning my morals-" Maka nodded sarcastically "-and are right to do so. I assure you, I've had a lot of time to think here. I was too quick to agree, too eager to press the boundaries of science and technology… well, that is my burden to bear."

Maka raised her hand, feeling foolish, but it got Stein's attention. She used her finger to write in the soft earth 'C-R-O-N-A'.

"Yes, CRONA! The Constructed Routine Overflow Nested Algorithm. The heart of the Process. The Spine of the World." Stein smiled wanly. "Otherwise known as the Kishin. The more I learned about it, the more names it had." He looked away, lost in the memory. "What a discovery that was. The entire city was supported by this system, this program, yet it seemed that I was the only one who knew about it. I tried searching through the archives for any information, any hint that someone else in Cloudbank knew about the Algorithm, but I didn't find any."

She tried to wait patiently while he seemed lost in thought, but eventually she cleared her throat. He jumped, looking down at her as if he had forgotten she was there.

"Yes, well. I began my studies with renewed vigor after the discovery of CRONA. It… well… I can't deny… I was a little off, after that." His voice dropped, its low serious tone at odds with the gently swaying wheat, the sun making it glow. "I daresay I went a little mad."

The only sound was the rustling of the plants.

"I wasn't entirely myself when I found it, and it may not have been me that found it at all. It may have found me. Whatever really happened… in the end, the result is the same. I found the Transistor."

The red eye of the scythe reflected the sunlight, almost as if it were winking.

"It was the key. The brush that painted the masterpiece. The thing that unlocked the secrets of the Process. But… there were still so many things to discover. Still so much I did not understand." He gestured to the scythes stuck into the ground that surrounded them, like flags placed almost haphazardly to claim a territory. "Even with all the time I've had, I haven't been able to learn all its secrets." Stein pursed his lips as he looked away. "But there was one… one I learned quickly."

Something like ice dropped down her spine.

"The Transistor… couldn't necessarily combat the will of the people. The Process served many, many masters, and though the Transistor seemed to be the thing that was meant to guide it - or was it an outcropping of the Process itself? - the Process still obeyed the people's votes." He turned to look at her, adjusting his glasses. "And Arachne didn't like that."

Maka drew her shoulders up.

"She sought… she sought to control even those. And what better way," he said, cocking his head to the side to examine her, "than to do so with a voice they might already listen to?"

Her hand leapt to her throat.

"Yes. Arachne wished to use your voice to guide the will of the people. And the Transistor… as you well know… can absorb voices. Songs. The songs of people's souls."

She felt dizzy.

"And then we all end up here." Stein lifted his arms wide, encompassing the pale blue sky, the oceans of wheat, the shivering trees. "Wouldn't you know it… the Country was here. All along."

The smell of the earth permeated her senses. It was soft under her skin, cool against the abrasions that had torn through her flesh. The breeze was gentle on her neck, ruffling the feathers in her hair.

"And everyone gets to stay here," said Stein, thumping on the black block on which he perched. The hit seemed to cause a ripple, because red light emanated from where his fist had made contact, and the block was suddenly translucent. It corrected itself, but not before Maka let out a gasp and leapt to her feet, scythe clutched in one hand. She pressed the other to the block, trying to see through the walls, because for the barest instant, she could see a body, floating in some sort of suspended animation.

"Yup," Stein said, popping the 'p' with dry amusement. "Everyone's here." Maka whipped her head around, and Stein pointed a ways off. "He's over there." Maka followed his finger to see, but-

The block was red, angry, pulsing with a strange light. She ran to it and pressed her palm flat against the metal. Unlike the other which had been cool to the touch, it was scalding hot, and she yanked her hand back. She looked back at Stein and lifted the Transistor.

"He's in there too," he called. "And there. Beauty of a nested algorithm."

Maka turned her gaze back towards the red block, head buzzing. She didn't understand, couldn't-

"There was… a problem. When we attacked you. The Camerata. You were supposed to be alone in your dressing room that evening, but - Medusa had been wrong - you weren't. When your friend decided to play human shield, something happened that we were not expecting."

The hand holding her scythe grew sweaty.

"His archive… his information… it was corrupted."

It was suddenly hard to breathe.

"It was… a singular event. Something I had not observed. Could not have observed, as I wasn't there, and it only happened the once. But your friend was both absorbed and… Processed. At the time, none of us knew it. You disappeared with the Transistor, and the Camerata scattered. But something had… happened."

He spoke as if it had happened as he said, spoke as if it were the truth, but it could not have been, she had never met Stein before, he hadn't been there when she was attacked-

"I waited for you to find me on the island of Fairview. I knew you would come. But it wasn't you who found me first." Stein's face twitched. "It was him." He pointed over Maka's shoulder.

Maka turned.

It couldn't be, but it _was_, he was there, he was in front of her, with a beating heart and eyes and a mouth that smiled when he saw her, arms he could hold her in, he was _there_-

But something was off, ever so slightly off, something in his smile or his eyes or his hands was not quite right, and he was him but he wasn't him, and she felt her heart contort squeeze painfully-

"Maka," he said, and it was his voice but it wasn't his voice, but it was-

Soul stood in front of her, looking exactly as he had right before the Camerata had driven a scythe through his chest, right before he had been bisected from collarbone to hip, right before she had watched his body collapse to the floor and spasm, right before she had watched the life drain from it and the eye of the scythe glow as it spoke for the first time. But the Soul in front of her was wearing his jacket, the very jacket she wore now, and a chill ran down her spine.

"Maka," he croaked, and he reached out for her. She shook her head slowly, confused, tears flowing openly down her cheeks. "I'm here now. I'm here."

"Maka," came Stein's voice from behind her, a million miles away. "The Process corrupted his information and used it as a basis for further programming. It's based on everything he ever archived, everything he ever interacted with on the OVC terminal, all of it. It's a separate entity, but it's booting from his information, and needed to create new user credentials, and based on its own development, its own evolution, it became Royse: Recursed Obsessively Yearning Soul Entity-"

"Maka, don't listen to him." Soul took another step towards her, his eyes never leaving her face. "We have the Transistor. We can do what we want. We can rebuild."

"The Country is the default. I was stuck here after being attacked by him. Once you're in here-"

"We can go back," Soul said firmly, still advancing carefully, step by step. "The Transistor is the brush, and we can paint the city however we like. We can do it together, Maka."

"Maka, he's a glitch, he's a mistake, don't-"

"Please, Maka-"

"His love for you was in his very code, the very nature of his being, but it's been corrupted-"

"Maka, we can be together, you and I-"

"You've done this before!"

Maka whipped her head around to Stein. He was still sitting high on the black block that housed someone's soul, but his face was imperious, determined. Behind her, Soul stopped dead.

"You've been here over and over again, Maka. You are in the Transistor, in the Country, but you have a Transistor. That Transistor houses the algorithm that controls the Process, and the Process controls Cloudbank. It's nested within itself." He pointed at the scythe in her hands. "Within that Transistor lies another Country, and all the building blocks needed to recreate Cloudbank. If you were to enter that Transistor, the system would reboot, and another Cloudbank would form."

She brought the handle of the scythe closer to her chest.

"You won't remember, you don't remember- but you've been here before. This cycle has repeated, over and over and over. You enter the Transistor, and you reboot Cloudbank. You live again with your friend, but the Camerata starts over too. The Camerata, but with him."

She looked at him imploringly.

"He is Processed. He can exist outside the limits imposed upon Cloudbank and its citizens. When you recurse, he can enter the newly created Cloudbank. But he takes my place, and cannot approach you before I did; he can only meet you here. He's pursued you-"

"You keep leaving me," he moaned in her ear, and Maka whirled around. Soul had crept up behind her, hand reaching for her face. His eyes were wide and focused on hers; they were tender, hurt. "You can stay with me."

Maka glanced at Stein.

"To enter the Transistor, you must go the same way he did," he said dully. "You have to stab yourself with it."

Her eyes traveled up the handle of the scythe to the wicked blade, gleaming in the late afternoon sun. It was as sharp as ever despite how many Process hulls it had cut through.

"No!" choked out Soul, stepping towards her again. Maka took a step back, startled. "Don't leave again, don't make me chase you again, we keep doing this and I don't want to keep doing this. Stay with me. We can control the entire town, we can make it whatever we like, we can rule it together, like a king and queen-"

"A mad king," said Stein. Soul threw him a look, and his eyes went gray, all of him was gray, everything was washed out and faded like the town-

He turned back to her. "Maka, please-" He reached for her, arms suddenly trying to encircle her, and Maka reacted instinctively, her hands on his chest to shove him away.

He stumbled backwards, a look of hurt on his face like nothing she had seen there before. They stared at each other, eyes locked, until his face was suddenly slack. A seam opened up where her Soul had been stabbed by the Transistor so long ago, from collarbone to hip, and a long red eye stared out of his chest, the eye of the Process, the eye of the Kishin-

"Maka," he said, but his tone was changed; it was dark, twisted, full of humorless laughter. "Don't be like that. I don't wanna have to take your toy away."

He lifted his arms, holding his forearms towards the sky. With a sudden _schling_, white blades grew out to cover his hands. They were rough hewn and jagged, so different from the controlled arc of her blade. Each had a circle within in a circle within a circle on them, like ripples of a pond. Two small black blades had sprouted from his legs, curving away from his knees. Maka's mouth was hanging open, but before she could scream silently, he charged-

She barely got the shaft of her scythe down in time to clang against his twin blades. His face was close to hers, twisting to get a look at her, hair falling into his eyes. Without warning, he leapt backwards, and Maka stumbled forward with the force of her block.

"Maka," he called in a singsong voice, and she stared at him. The madness in him was palpable, a demon's grin across his face-

He charged again, the point of his blade aiming for her heart, but she sidestepped and brought the handle of the scythe close to her belly. She swung around and felt the end of the Transistor connect with his back and he went sailing into the ground.

"Good hit!" he crowed, sounding gleeful. "But watch me!" He sprang up and sliced through the top of her shoulder. Maka sucked in air through her teeth, pain lancing through her arm. She managed to bring the shaft up again to parry his next attack, but she was put on the defensive, and could only withstand his barrage of attacks by ceding ground, clutching her scythe for dear life.

With a bolt of inspiration, Maka dropped suddenly, Soul's blade sailing over her head. She kicked her leg out and knocked his feet out from under him. He fell. Maka took the opportunity to plant her feet more squarely and lift her scythe.

Soul got to his feet and launched himself at her again, but Maka was ready. Their blades clanged, the sound echoing across the fields of wheat, and they were locked in a dance of back and forth, to and fro, push and pull. It was so familiar, so practiced, and as they fought Soul started to whisper things that sounded so right and so wrong coming from his mouth, and then somehow she was crying, hot tears leaving cold tracks down her face.

Their faces drew near again, and his smile was too close, so she headbutted him. Maka immediately regretted it, her forehead throbbing, but it did cause him to stumble back, and she found herself suddenly with the advantage. She twirled the scythe and brought it down in an arc, and Soul was forced to block. She lifted the scythe for another blow, but he dove under her arm. She changed directions seamlessly, pivoting on her foot and bringing the scythe low to slice through-

"Maka!" and he was on the ground, gazing up at her, the blade of her scythe stopped dead an inch from his neck. His countenance was none of the madness of moments before; his eyes were wide and innocent, mouth open in a plea. "Maka," he said softly, in the cadence of a lover. His hands reached for her in supplication.

"Go ahead, Maka," said Stein. "Repeat the process. Recurse." He sounded almost defeated.

"Maka," the Soul at her feet breathed.

Maka took a step backwards and lifted the scythe as she did. The movement caused the eye to glitter in the sunlight, and she looked up. It shone brightly, wide and red and warm.

_I will see you again_.

Maka lifted the scythe high above her head and swung it down as hard as she could to drive straight through the eye on Soul's chest.

His mouth opened wide in a scream she couldn't hear, the last thing she saw before a blinding white light overtook everything. She couldn't see, couldn't hear, the only thing that was real was the handle of the scythe in her hands-

_Error._

_Error._

_Duplicate entries._

_Error._

The light was burning, burning everything up, cleansing everything around her into nothingness. There was no Country, no Cloudbank, only her eyes and the light and the metal of the scythe under her fingertips.

Time held no more meaning; had she been there hours, minutes, days? There was sound, explosions of noise, but she felt the reverberations more than she heard them, shaking her bones and rattling her teeth.

At one point, she thought she heard Stein's voice through the void, baffled and amused. "_You crashed the system, Maka. An anomaly I would never have accounted for. You voted for an option that wasn't there, you broke all the rules and rewrote your own. I'm impressed. See you in the next one, kid._"

The chaos of light roiled around her, confusing everything; she didn't know which way was up or down, didn't know how much time had passed. There was a feeling of being surrounded, as if in an egg, warm and pulsing with light-

The handle of the scythe slipped from her grasp and she cried out. Maka clutched at her throat. _Her voice!_

"Maka!"

"_Soul!_"

He was there, she could see him, he was right in front of her, his pale hair glowing in the light, his eyes filled with tears at the sound of her voice, and he was reaching for her, his hand, his human hand outstretched, reaching for her. But he was drifting away, caught on a current, and she tried to reach for him but he was too far, too far. They stretched towards each other, but there was no ground, no traction, nothing-

She was going to lose him-

"Soul!" she sobbed. "Find me!"

"I will!" he cried, his voice breaking . "I promise!"

"No matter how long it takes, no matter how many times!"

"I will follow you wherever you go!"

"I'll know you," she called, voice thick with tears. "I'll know you! Sing the song for me!"

"Maka-!"

"The song! The one you wrote for me! The one we never performed, never released, it was only for us, that song! Please, Soul! Find me, find me and I'll know you by that song, please-!"

"I promise! Maka! I promise-!"

Everything shattered.

* * *

_Recurse._

* * *

_One died at birth, and one was lost at sea._

* * *

_Recurse._

* * *

_They both died on the battlefield, felled by the others' hand._

* * *

_Recurse._

* * *

_He disappeared, and she closed the window._

* * *

_Recurse._

* * *

_He never left his island. She never left her mountain._

* * *

_Recurse._

* * *

_One died of the cough. One became a healer._

* * *

_Recurse._

* * *

_Until._

_She was running, running for her life. Her breath was in her throat, her arms tired, her legs sore. She was close to death, close to giving up. Everything around her was a green blur, and she could barely see straight._

_She ran until she collapsed, ran until she could run no farther._

_The world went dark._

_And then not so dark._

_She heard, she heard, a voice. A song. She knew the song and she didn't know the song, knew it and didn't know it. Her mind didn't know it, but her bones did. Her memory didn't know it, but her soul did._

_His voice._

"_I dig my hole, you build a wall."_

_She reached._

"_Gon' build that city on a hill."_

_He saw._

"_So build that wall and build it strong cause_

_We'll be there before too long."_


End file.
